10-Q 1 jd10-31_10q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2002 or [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____ to ______ COMMISSION FILE NUMBER 0-21529 GIGA INFORMATION GROUP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 06-1422860 ------------------------------- --------------- (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No.) 139 MAIN STREET CAMBRIDGE, MA 02142 (617) 577-4900 ------------------------------------------- (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 October 27, 2002, there were 10,783,529 shares of Common Stock, $0.001 par value, of the registrant outstanding. GIGA INFORMATION GROUP, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2002 INDEX

2 PART 1 - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS GIGA INFORMATION GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The accompanying unaudited notes are an integral part of the consolidated financial statements. 3 GIGA INFORMATION GROUP, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The accompanying unaudited notes are an integral part of the consolidated financial statements. 4 GIGA INFORMATION GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED, IN THOUSANDS)

The accompanying unaudited notes are an integral part of the consolidated financial statements. 6 GIGA INFORMATION GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Interim Consolidated Financial Statements The accompanying consolidated financial statements of Giga Information Group, Inc. ("Giga") at September 30, 2002 and for the three and nine months ended September 30, 2002 and 2001 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, 2001, as filed with the Securities and Exchange Commission. 2. Investments In June 2002, GigaGroup S.A. issued 42,969 shares of its common stock to its shareholders, increasing the total number of shares outstanding to 809,340 from 766,371. Giga purchased 8,136 of these shares for 75,339 Euros at 9.26 Euros per share, giving Giga a total of 157,377 shares of the common stock. As a result of this transaction, Giga's ownership of the entity decreased from 19.5% to 19.4%. Giga's investment in GigaGroup S.A. of $1,215,000 is carried at cost and is included in other assets on Giga's Consolidated Balance Sheet at September 30, 2002. 3. Related Party Transaction In August 2002, Giga entered into an agreement with Richard L. Crandall, chairman of the board and a director of Giga, for consulting services to be provided over the term commencing on August 29, 2002 through the day that is thirty days after the appointment of a new President and Chief Executive Officer of Giga (Robert K. Weiler, Giga's current President and Chief Executive Officer, had resigned effective November 1, 2002). Giga will pay Mr. Crandall a consulting fee of approximately $11,000 per month for the term of the agreement. On October 2, 2002, pursuant to this agreement, Giga granted Mr. Crandall options to purchase a total of 30,000 shares of Giga's common stock at an exercise price of $1.16 per share, the fair market value on the date of grant. These options vested immediately and are subject to the terms of Giga's 1999 Share Incentive Plan. Pursuant to the consulting agreement, so long as Mr. Crandall performs his services, on the last day of each month, beginning on October 31, 2002, Giga will grant him options to purchase 5,000 shares of Giga's common stock until the new President and Chief Executive Officer is appointed. The options will be granted at an exercise price equal to the fair market value on the date of grant, will vest immediately, and will be subject to the terms of Giga's 1999 Share Incentive Plan (see Note 9). 4. Earnings (Loss) Per Common Share Giga computes basic and diluted earnings (loss) per share in accordance with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share." Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period plus the dilutive effect, if any, of outstanding stock options and warrants using the treasury stock method. Dilutive loss per share is computed using the weighted average number of common shares outstanding during the period and excludes the dilutive potential common shares outstanding, as their effect would be antidilutive. The table below represents the calculation of both basic and diluted earnings (loss) per share (in thousands, except per share data). 7 GIGA INFORMATION GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED)

Stock options and warrants to purchase 3,041,371 and 2,936,508 shares of common stock for the three and nine months ended September 30, 2002, respectively, were outstanding but were not included in the computation of diluted earnings per share because the exercise price of these stock options and warrants was greater than the average market price of the common stock for the period reported. Stock options and warrants to purchase 4,133,009 shares of common stock for the three months ended September 30, 2001 were outstanding but were not included in the computation of diluted earnings per share because the exercise price of these options and warrants was greater than the average market price of the common stock for the period reported. Due to Giga's net loss for the nine months ended September 30, 2001, no stock options or warrants were included in the computation of diluted loss per share, as their effect would have been antidilutive. 5. Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes certain changes in equity that are excluded from net income (loss). At September 30, 2002 and 2001, accumulated other comprehensive income (loss) was comprised solely of cumulative foreign currency translation adjustments, which is reflected in the table below (in thousands).

6. New Accounting Pronouncements In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinds 8 GIGA INFORMATION GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED) SFAS No 4, "Reporting Gains and Losses from Extinguishment of Debt," and an amendment of that Statement, SFAS No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements," and SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers." SFAS No. 145 also amends SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have the same economic effects as sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The provisions of this Statement related to the rescission of SFAS No. 4 are effective for fiscal years beginning after May 15, 2002. The provisions of this Statement related to SFAS No. 13 are effective for transactions occurring after May 15, 2002. All other provisions of this Statement are effective for financial statements issued on or after May 15, 2002. Giga's adoption of SFAS No. 145 has not had, and is not expected to have, a significant effect on its financial position or its results of operations. In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal." This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. Management of Giga is currently assessing the impact that the adoption of SFAS No. 146 will have on Giga's financial position and results of operations and plans to adopt this Statement on January 1, 2003. 7. Restructuring and Exit Costs In February 2000, Giga announced its plan to consolidate operations in its Watford, U.K. and Windsor, U.K. locations into one common facility in the Windsor area. Nine employees from its finance and its conferences groups elected not to relocate to the Windsor area. In June 2001, Giga announced its plan to cancel this facility project. Giga recorded total restructuring charges of $439,000 and $183,000 for the years ended December 31, 2001 and 2000, respectively, for involuntary employee termination benefit costs, facility costs and other exit activity costs. The exit activities related to the facility project were substantially complete as of December 31, 2001. Giga carried a minimal provision balance as of September 30, 2002 for the remaining costs related to the project. During the year ended December 31, 2001, Giga recorded a total restructuring charge of $890,000 for involuntary employee termination benefit costs incurred in connection with staff reductions made during the second, third and fourth quarters of 2001. There were a total of 117 employees terminated, 99 of whom were from North America and 18 of whom were from Europe, across all departments. The restructuring activities related to the staff reductions were substantially complete as of December 31, 2001. Giga carried a minimal provision balance as of September 30, 2002 for the remaining costs related to the restructuring. 8. Borrowings Accounts Receivable Financing Agreement As of September 30, 2002, there were no borrowings outstanding pursuant to the accounts receivable financing agreement, dated April 7, 2000, between Giga and a bank (the "Accounts Receivable Financing Agreement"), which Giga renewed on March 27, 2002 (the "2002 Financing Agreement"). Giga was in compliance with the financial covenants of the 2002 Financing Agreement as of September 30, 2002. 9 GIGA INFORMATION GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED) In April 2001, Giga renewed its Accounts Receivable Financing Agreement for a second one-year period (the "Financing Agreement"). As a result of Giga's non-compliance with the financial covenants of the Financing Agreement, Giga entered into a Loan Modification and Forbearance Agreement in August 2001 (the "August Forbearance Agreement") and a second Loan Modification and Forbearance Agreement in November 2001 (the "November Forbearance Agreement"). Subsequent to December 31, 2001, the bank continued to advance funds to Giga pursuant to the terms of the November Forbearance Agreement, which allowed Giga to finance up to a maximum of $3.125 million of eligible accounts receivable, as defined by the Financing Agreement, at an advance rate not to exceed 80%. Loans under the November Forbearance Agreement bore interest at the bank's prime rate plus 5.5% and the bank charged a monthly collateral handling fee of 0.875% on the average daily financed receivable balance outstanding. An outstanding balance of $2.5 million remained as of December 31, 2001. During the first quarter of 2002, Giga pledged $1.9 million of accounts receivable as collateral and received proceeds of $1.5 million. Giga repaid a total of $4.0 million during the first quarter of 2002, leaving no borrowings outstanding as of March 31, 2002. On March 27, 2002, Giga renewed the Financing Agreement for a third one-year period, entering into the 2002 Financing Agreement under which it can finance up to a maximum of $5.0 million of the eligible accounts receivable, as defined in the 2002 Financing Agreement, at an advance rate not to exceed 80%. Upon execution of the 2002 Financing Agreement, Giga paid fees totaling $37,500. Loans under the 2002 Financing Agreement bear interest at the bank's prime rate plus 1.0%. The bank charges a monthly collateral handling fee of 0.25% on the average daily financed receivable balance outstanding. There were no borrowings pursuant to the 2002 Financing Agreement outstanding as of September 30, 2002. The 2002 Financing Agreement is collateralized by substantially all of Giga's tangible and intangible assets, including intellectual property. Giga is subject to two financial covenants under the 2002 Financing Agreement, including the requirement to maintain a minimum adjusted quick ratio, a ratio of quick assets, which includes unrestricted cash, cash equivalents and net billed receivables, to current liabilities minus deferred revenue, of 1.4 to 1.0 on a quarterly basis, with the exception of the second fiscal quarter of 2002, where an adjusted quick ratio of 1.25 to 1.0 is permitted. Giga is also required to achieve a minimum net income of $1.00 on a quarterly basis, subject to a one-time permissible quarterly net loss of $100,000. Giga was in compliance with both of these financial covenants at September 30, 2002. Overdraft Facility In August 2001, Giga's wholly-owned subsidiary in the United Kingdom, Giga Information Group Ltd., established an Overdraft Facility (the "Overdraft Facility") with a bank, under which it could borrow up to 100,000 British pounds. Upon execution of the Overdraft Facility, Giga Information Group, Ltd. paid fees totaling 1,000 British pounds. Borrowings under the Overdraft Facility bore interest at the bank's base rate plus 1.5%. In December 2001, the terms of the Overdraft Facility were amended. Upon execution of the amended Overdraft Facility, Giga Information Group, Ltd. paid fees totaling 500 British pounds. The terms of the amended Overdraft Facility maintained the existing interest rate and allowed Giga Information Group, Ltd. to borrow an additional 100,000 British pounds, for a total of up to 200,000 British pounds, through March 31, 2002. The Overdraft Facility was originally scheduled to expire in July 2002. In July 2002, the bank extended the terms of the Overdraft Facility, allowing Giga Information Group, Ltd. to borrow up to 100,000 British pounds through September 2002. Giga Information Group, Ltd. is currently in the process of renewing the Overdraft Facility. There were no borrowings outstanding under the Overdraft Facility at September 30, 2002. 9. Stock Options and Warrants In September 2001, upon execution of the August Forbearance Agreement discussed in Note 8, Giga issued warrants to the bank to purchase 300,000 shares of Giga common stock. The warrants are exercisable at any time at $0.97 per 10 GIGA INFORMATION GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED) share and are scheduled to expire on September 5, 2008. The estimated fair value of the warrants at the time of issuance was approximately $231,000, which was recorded as deferred financing costs and are included, net of accumulated amortization, in prepaid expenses and other current assets on Giga's Consolidated Balance Sheet at December 31, 2001. These costs were amortized over the remaining seven months of the original term of the renewed Financing Agreement and were fully amortized as of March 31, 2002. Giga recognized charges of $99,000 for the amortization of the financing costs during the first quarter of 2002. None of these warrants had been exercised as of September 30, 2002. On October 2, 2002, pursuant to an agreement effective August 29, 2002, Giga granted options to purchase a total of 30,000 shares of Giga's common stock to Richard L. Crandall, the chairman of the board and a director of Giga, for consulting services to be rendered over the term commencing on August 29, 2002 through the day that is thirty days after the appointment of a new President and Chief Executive Officer of Giga (Robert K. Weiler, Giga's current President and Chief Executive Officer, had resigned effective November 1, 2002. See Note 3). These options were granted at an exercise price of $1.16 per share, the fair market value on the date of grant, and vested immediately. Giga recorded compensation expense of $26,000 for the three and nine months ended September 30, 2002, representing the fair value of the options. Pursuant to the consulting agreement, so long as Mr. Crandall performs his services, on the last day of each month, beginning on October 31, 2002, Giga will grant him options to purchase 5,000 shares of Giga's common stock until the new President and Chief Executive Officer is appointed. The options will be granted at an exercise price equal to the fair market value on the date of grant, will vest immediately, and will be subject to the terms of Giga's 1999 Share Incentive Plan. 10. 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 research and advice and personalized consulting on developments and trends in information technology. 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 Consolidated Statements of Operations. Giga conducts business principally in the United States and United Kingdom. Operations in Germany, Italy and Israel (as of July 9, 2001) have been aggregated (collectively "Other International"). Revenues are reflected in the geographic area in which the sales are recorded. The table below presents information about Giga's reported revenues for the three and nine months ended September 30, 2002 and 2001 and Giga's reported total assets as of September 30, 2002 and December 31, 2001, respectively (in thousands). 11 GIGA INFORMATION GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED)

12 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 INCLUDED 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, 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 HISTORY OF LOSSES AND NEGATIVE WORKING CAPITAL; GIGA'S DEPENDENCE ON SALES AND RENEWALS OF SUBSCRIPTION-BASED SERVICES; GIGA'S ABILITY TO ACHIEVE AND SUSTAIN HIGH RENEWAL RATES; COMPETITION FROM OTHER COMPANIES INCLUDING THOSE WITH GREATER RESOURCES THAN GIGA; GIGA'S NEED TO ATTRACT AND RETAIN QUALIFIED PERSONNEL; GIGA'S ABILITY TO MANAGE AND SUSTAIN GROWTH; THE RISKS ASSOCIATED WITH THE DEVELOPMENT OF NEW SERVICES AND PRODUCTS; GIGA'S DEPENDENCE ON KEY PERSONNEL; THE POTENTIAL FOR SIGNIFICANT FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; THE RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS; GIGA'S FUTURE CAPITAL NEEDS AND THE RISKS OF WORKING CAPITAL DEFICIENCY; 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; AND THE RISKS RELATED TO CONTENT. IN EVALUATING SUCH FORWARD-LOOKING STATEMENTS, AS WELL AS THE FUTURE PROSPECTS OF GIGA, SPECIFIC CONSIDERATION SHOULD BE GIVEN TO THE VARIOUS FACTORS DISCUSSED IN THIS QUARTERLY REPORT ON FORM 10-Q, INCLUDING THOSE DISCUSSED UNDER GENERAL RISKS AND UNCERTAINTIES. GIGA UNDERTAKES NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, UNANTICIPATED EVENTS, OR OTHERWISE. OVERVIEW Giga provides objective research, pragmatic advice and personalized consulting on information technology. Emphasizing close interaction among analysts and clients, Giga enables companies to make better strategic decisions that are designed to maximize technology investments and achieve business results. Giga's four principal products and services are (i) Advisory Service, which includes Advisory Consulting , (ii) Events and Conferences, (iii) Web Site ScoreCard and (iv) Total Economic Impact ("TEI"). Giga's services are designed to be accessed through GigaWeb, partner web sites and consultation with Giga's analysts and advisors. Giga introduced its Advisory Service and GigaWeb in April 1996. Giga introduced Advisory Consulting in September 1997. Giga acquired the foundation of its Events and Conferences offerings in April 1995. Giga launched its Web Site ScoreCard offering in the third quarter of 1999 and its TEI service in the second quarter of 2001. For financial reporting purposes, revenues from (i) Advisory Service (including Advisory Consulting), Web Site ScoreCard and TEI are aggregated into Research, advisory and consulting and (ii) Events and Conferences are aggregated into Other, principally events. Essentially all of Giga's current international operations are located in the United Kingdom, Germany, Scandinavia, Canada and Israel. Giga's wholly-owned subsidiaries in the United Kingdom and Germany manage direct sales personnel in these countries, along with countries in Scandinavia. In Canada, Giga uses a direct sales force and provides business support to these salespersons through its operations in the United States. Giga's wholly-owned subsidiary in Israel, Gigaweb Information Group, Ltd. ("Gigaweb Ltd."), an entity that was formerly a reseller of Giga's products and services, manages direct sales personnel, primarily in Israel. In France, Giga resells its services through GigaGroup S.A., an entity that was formerly a wholly-owned subsidiary of Giga. Giga also markets its products in Korea, Argentina, Brazil, Panama, Australia, India, Japan, Hungary and Peru through resellers or distributors. 13 Substantially all of Giga's revenues from its international subsidiaries are denominated in foreign currencies, particularly the British pound, while Giga's revenues from Canada are principally denominated in U.S. dollars. Revenues from resellers have principally been 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. 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 is defined as the combination of revenues derived from the cumulative annualized subscription value of Giga's Advisory Services contracts in effect at a given point in time ("Annualized Value" or "AV"), and revenues from non-subscription services, such as events, Web Site ScoreCard and TEI, for the preceding twelve months. Historically, annual revenues from Giga's Advisory Services contracts have approximated 90% of Annualized Value. At September 30, 2002, Revenue Run Rate decreased approximately 5% to $64.8 million from $68.3 million at September 30, 2001. Annualized Value at September 30, 2002 decreased approximately 6% to $64.0 million from $68.3 million at September 30, 2001. Giga's total orders taken for the nine months ended September 30, 2002 decreased approximately 13% to $38.9 million from $44.9 million for the same nine-month period of 2001. A majority of Giga's contracts renew automatically unless the customer cancels the subscription. Giga's experience is that a significant portion of customers renew expiring contracts for an equal or greater amount of total fees each year. Historically, a substantial portion of new business, upgrades and renewals for a given year has been generated by Giga in the last two calendar quarters, particularly in the last month of the last quarter. As a result of this quarterly trend in business volume, trade accounts receivable, unbilled accounts receivable, deferred revenues and deferred commissions typically increase substantially at quarter end and at the fiscal year end. However, given the decrease experienced in Revenue Run Rate and AV at September 30, 2002 and lower anticipated growth rates for the advisory services industry, these accounts may decrease during fiscal years 2002 and 2003. Giga's operating expenses consist of cost of services, sales and marketing, research and development, general and administrative, restructuring costs, 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. These direct expenses include costs for analysts, research support staff and customer support, direct expenses for events and conferences 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 earned and recorded to expense as the related revenue is recognized. Research and development expenses consist of personnel, consulting and other expenses to operate GigaWeb. General and administrative expenses are primarily personnel costs and fees for professional services supporting the operational and administrative functions of Giga. Restructuring costs primarily consist of exit costs related to the cancellation of a facility project in the United Kingdom and involuntary employee termination benefits expenses incurred in connection with staff reductions. Depreciation and amortization costs consist primarily of depreciation of computer equipment, furniture and fixtures and leasehold improvements, and amortization of software licenses and software implementation costs and assets under capital lease obligations. In February 2000, Giga announced its plan to consolidate operations in its Watford, U.K. and Windsor, U.K. locations into one common facility in the Windsor area. Nine employees from its finance and its conferences groups elected not to relocate to the Windsor area. In June 2001, Giga announced its plan to cancel this facility project. Giga recorded total restructuring charges of $439,000 and $183,000 for the years ended December 31, 2001 and 2000, respectively, for involuntary employee termination benefit costs, facility costs and other exit activity costs. The exit activities related to the facility project were substantially complete as of December 31, 2001. Giga carried a minimal provision balance as of September 30, 2002 for the remaining costs related to the project. During the year ended December 31, 2001, Giga recorded a total restructuring charge of $890,000 for involuntary employee termination benefit costs incurred in connection with staff reductions made during the second, third and fourth quarters of 2001. There were a total of 117 employees terminated, 99 of whom were from North America and 18 of whom were from Europe, across all departments. The restructuring activities related to the staff reductions were substantially complete as of December 31, 2001. Giga carried a minimal provision balance as of September 30, 2002 for the remaining costs related to the restructuring. 14 CRITICAL ACCOUNTING POLICIES For a description of Giga's critical accounting policies, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" and the notes to Giga's consolidated financial statements, each included in Giga's Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the Securities and Exchange Commission. 15 RESULTS OF OPERATIONS The following table sets forth certain statement of operations data as a percentage of revenues for the periods indicated:

16 THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2001 Revenues. Total revenues decreased 10% to $14.9 million for the three months ended September 30, 2002 from $16.6 million for the same three-month period in 2001. The decrease in total revenues was due to the decrease in revenue from research, advisory and consulting. Research, advisory and consulting. Revenues from research, advisory and consulting decreased 10% to $14.8 million for the three months ended September 30, 2002 from $16.5 million for the same three-month period in 2001. The decrease was primarily due to the decline in annualized subscription value experienced in 2001 and 2002, which was a result of reduced IT spending and the impact that the economic downturn had on customer spending for research and advisory services. Other, principally events. Other revenues, principally events, increased to $121,000 for the three months ended September 30, 2002 from $71,000 for the same three-month period in 2001. Costs and expenses. Total costs and expenses decreased 12% to $14.2 million for the three months ended September 30, 2002 from $16.0 million for the same three-month period in 2001. The decrease in total costs and expenses was primarily due to the decrease in sales and marketing and general and administrative expenses. In addition, total costs and expenses for the three months ended September 30, 2001 include a $507,000 restructuring charge for involuntary employee termination benefits expenses incurred in connection with staff reductions. Cost of services. Cost of services increased 7% to $5.9 million for the three months ended September 30, 2002 from $5.6 million for the same three-month period in 2001. The increase was primarily due to costs incurred in connection with hiring additional senior analysts and research support staff. Cost of services as a percentage of total revenues increased to 40% for the three months ended September 30, 2002 from 33% of total revenues for the same period of 2001, primarily due to a lower revenue base and the increase in personnel expenses. Sales and marketing. Sales and marketing expenses decreased 17% to $5.2 million for the three months ended September 30, 2002 from $6.3 million for the same three-month period in 2001. The decrease was primarily due to lower personnel costs and cost-cutting initiatives implemented during the second and third quarters of 2001. Sales and marketing expenses as a percentage of total revenues declined to 35% for the three months ended September 30, 2002 from 38% of total revenues for the same period of 2001, primarily due to the decrease in expenses. Research and development. Research and development expenses were constant at approximately $300,000 for the three months ended September 30, 2002 and for the same three-month period in 2001. General and administrative. General and administrative expenses decreased 19% to $1.9 million for the three months ended September 30, 2002 from $2.4 million for the same three-month period in 2001. The decrease was primarily due to lower bad debt expense and a decrease in bank charges since there were no short-term borrowings made during the three months ended September 30, 2002. Restructuring Charges. A restructuring charge totaling $507,000 was recorded for the three months ended September 30, 2001 for involuntary employee termination benefits expenses incurred in connection with staff reductions. No restructuring charge was recorded for the same three-month period in 2002. Depreciation and amortization. Depreciation and amortization expenses decreased 20% to $786,000 for the three months ended September 30, 2002 from $979,000 for the same three-month period in 2001. The decrease was primarily due to lower depreciation and amortization charges for computer equipment and software related to a customer relationship management system, all of which were fully depreciated and amortized by the end of the second quarter of 2002. Interest income and expense. Interest income decreased to $28,000 for the three months ended September 30, 2002 from $32,000 for the same three-month period in 2001 due to a decrease in interest rates. Interest expense decreased 17 to $5,000 for the three months ended September 30, 2002 from $103,000 for the same three-month period in 2001. The decrease was a result of having no short-term borrowings outstanding pursuant to Giga's Accounts Receivable Financing Agreement during the third quarter of 2002. See Note 8 to the Consolidated Financial Statements. Foreign exchange gain/loss. Foreign exchange gains recorded for the three months ended September 30, 2002 were $1,000 compared to foreign exchange losses of $1,000 for the same three-month period in 2001. The foreign exchange gains were due primarily to unrealized gains related to foreign currency denominated trade accounts receivable and accounts payable. Minority interest. Giga recorded minority interest totaling $20,000 for the three months ended September 30, 2001. In July 2001, Giga purchased shares of Gigaweb Ltd., increasing its ownership percentage of Gigaweb Ltd. from 7.8% to 53.4%. Upon consummation of this transaction, Giga began consolidating the financial results of Gigaweb Ltd. with its operations and recording minority interest related to the ownership of outside shareholders of Gigaweb Ltd. Giga continued to record the minority interest through December 31, 2001, the date on which Giga then acquired the remaining outstanding shares of Gigaweb Ltd., increasing its ownership of Gigaweb Ltd. from 53.4% to 100%. NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2001 Revenues. Total revenues decreased 11% to $47.3 million for the nine months ended September 30, 2002 from $53.0 million for the same nine-month period in 2001. The decrease in total revenues was due to the decreases in both revenue from research, advisory and consulting and other revenue, principally events. Research, advisory and consulting. Revenues from research, advisory and consulting decreased 8% to $45.5 million for the nine months ended September 30, 2002 from $49.7 million for the same nine-month period in 2001. The decrease was primarily due to the decline in annualized subscription value experienced in 2001 and 2002, which was a result of reduced IT spending and the impact that the economic downturn had on customer spending for research and advisory services. Other, principally events. Other revenues, principally events, decreased 45% to $1.8 million for the nine months ended September 30, 2002 from $3.2 million for the same nine-month period in 2001. The decrease was primarily due to the decrease in revenues from event registrations, sponsorships and exhibitors. Costs and expenses. Total costs and expenses decreased 20% to $45.0 million for the nine months ended September 30, 2002 from $56.2 million for the same nine-month period in 2001. The decrease in total costs and expenses was primarily due to the decrease in cost of services and sales and marketing expenses. In addition, the total costs and expenses for the nine months ended September 30, 2001 include a $1.5 million restructuring charge for exit costs related to the cancellation of a facility project in the United Kingdom and for involuntary employee termination benefits expenses incurred in connection with staff reductions. Cost of services. Cost of services decreased 11% to $19.7 million for the nine months ended September 30, 2002 from $22.0 million for the same nine-month period in 2001. The decrease in costs was primarily due to staff reductions and other cost-cutting initiatives implemented during the second, third and fourth quarters of 2001. The decrease was also due to lower costs to produce Giga's events held in 2002. Cost of services as a percentage of total revenues remained constant at 42% for the nine months ended September 30, 2002 and 2001. Sales and marketing. Sales and marketing expenses decreased 30% to $15.6 million for the nine months ended September 30, 2002 from $22.2 million for the same nine-month period in 2001. The decrease was primarily due to staff reductions and other cost-cutting initiatives implemented during the second, third and fourth quarters of 2001. The decrease was also due to lower costs to market Giga's events held in 2002. The first quarter of 2001 includes a non-recurring benefit of approximately $569,000 related to an adjustment to commission expense that was recorded in fiscal years 2000 and 1999. Sales and marketing expenses as a percentage of total revenues declined to 33% for the nine months ended September 30, 2002 from 42% of total revenues for the same period of 2001, primarily due to the decrease in expenses. 18 Research and development. Research and development expenses were constant at approximately $800,000 for the nine months ended September 30, 2002 and the same nine-month period in 2001. General and administrative. General and administrative expenses decreased 8% to $6.3 million for the nine months ended September 30, 2002 from $6.9 million for the same nine-month period in 2001. The decrease was primarily due to staff reductions made in the second, third and fourth quarters of 2001 and lower bad debt expense, offset by increases in insurance costs and professional fees. Restructuring Charges. Restructuring charges totaling $1.5 million were recorded for the nine months ended September 30, 2001 and there were none recorded for the same nine-month period in 2002. Of the total charges incurred in 2001, $723,000 was for exit costs related to the cancellation of a facility project in the United Kingdom. The remaining $809,000 of the restructuring costs was related to involuntary employee termination benefits expenses incurred in connection with staff reductions. Depreciation and amortization. Depreciation and amortization expenses decreased 4% to $2.6 million for the nine months ended September 30, 2002 from $2.7 million for the same nine-month period in 2001.The decrease was primarily due to lower depreciation and amortization charges for computer equipment and software related to a customer relationship management system, all of which were fully depreciated and amortized by the end of the second quarter of 2002. This decrease was partially offset by an increase in amortization charges for web site development costs for the enhanced version of GigaWeb that Giga deployed to its clients in July 2001. Interest income and expense. Interest income decreased to $42,000 for the nine months ended September 30, 2002 from $75,000 for the same nine-month period in 2001 due to a decrease in interest rates. Interest expense decreased to $79,000 for the nine months ended September 30, 2002 from $189,000 for the same nine-month period in 2001. The decrease was primarily a result of having no outstanding short-term borrowings pursuant to Giga's Accounts Receivable Financing Agreement since March 2002. See Note 8 to the Consolidated Financial Statements. Foreign exchange loss. Foreign exchange losses recorded for the nine months ended September 30, 2002 were $45,000 compared to $89,000 for the same nine-month period in 2001 due primarily to unrealized losses related to foreign currency denominated trade accounts receivable and accounts payable. Minority interest. Giga recorded minority interest totaling $20,000 for the nine months ended September 30, 2001. In July 2001, Giga purchased shares of Gigaweb Ltd., increasing its ownership percentage of Gigaweb Ltd. from 7.8% to 53.4%. Upon consummation of this transaction, Giga began consolidating the financial results of Gigaweb Ltd. with its operations and recording minority interest related to the ownership of outside shareholders of Gigaweb Ltd. Giga continued to record the minority interest through December 31, 2001, the date on which Giga then acquired the remaining outstanding shares of Gigaweb Ltd., increasing its ownership of Gigaweb Ltd. from 53.4% to 100%. LIQUIDITY AND CAPITAL RESOURCES At September 30, 2002, Giga had cash and cash equivalents of $3.9 million, short-term restricted cash of $16,000 and long-term restricted cash of $668,000. Of the total restricted cash, $584,000 consists of certificates of deposit held for irrevocable standby letters of credit that are security deposits related to operating leases for premises located in Cambridge, Massachusetts, Munich, Germany, and Frankfurt, Germany. Cash associated with these letters of credit remains restricted for the term of the corresponding lease period with the exception of $300,000, which may be reduced to $100,000 in 2003 if Giga achieves positive net income for the year ended December 31, 2002. Restricted cash in the amount of $100,000 is held in a restricted certificate of deposit as collateral for automated clearing house payments. Cash provided by operating activities was $6.7 million for the nine months ended September 30, 2002 compared to cash used in operating activities of 19 $5,000 for the nine months ended September 30, 2001. The cash provided by operating activities was generated primarily from Giga's net income, non-cash charges such as depreciation and amortization and changes in various balance sheet accounts, particularly accounts receivable. Cash used in investing activities was $1.4 million for the nine months ended September 30, 2002 compared to $2.6 million for the nine months ended September 30, 2001. The decrease in cash used in investing activities was primarily due to the decrease in purchases of capital items offset by the additional investment in GigaGroup S.A. and higher cash outlays made in connection with the 2001 Gigaweb Ltd. acquisition. During the nine months ended September 30, 2002, Giga's capital expenditures totaled $595,000 compared to $2.3 million for nine months ended September 30, 2001. Capital expenditures in the first half of 2001 were primarily for the enhancement of the GigaWeb delivery system. As of December 31, 2001, approximately $1.4 million had been capitalized, in accordance with Emerging Issues Task Force Issue No. 00-02, "Accounting for Web Site Development Costs," for costs associated with the customization and deployment of an enhanced version of GigaWeb. This version of GigaWeb was completed and successfully launched in July 2001. Giga expects its aggregate capital spending in fiscal 2002 to be approximately $700,000. Cash used in financing activities was $2.6 million for the nine months ended September 30, 2002 compared to cash provided by financing activities of $1.8 million for the nine months ended September 30, 2001. The cash used in financing activities was primarily due to the net repayments of short-term borrowings under the Accounts Receivable Financing Agreement, offset by a decrease in the proceeds received from the exercise of stock options and from the employee stock purchase plan, which both result in the issuance of Giga's common stock. As of September 30, 2002, there were no borrowings outstanding pursuant to the accounts receivable financing agreement, dated April 7, 2000, between Giga and a bank (the "Accounts Receivable Financing Agreement"), which Giga renewed on March 27, 2002 (the "2002 Financing Agreement"). Giga was in compliance with the financial covenants of the 2002 Financing Agreement as of September 30, 2002. In April 2001, Giga renewed its Accounts Receivable Financing Agreement for a second one-year period (the "Financing Agreement"). As a result of Giga's non-compliance with the financial covenants of the Financing Agreement, Giga entered into a Loan Modification and Forbearance Agreement in August 2001 (the "August Forbearance Agreement"). In September 2001, upon execution of the August Forbearance Agreement, Giga issued warrants to the bank to purchase 300,000 shares of Giga common stock. The warrants are exercisable at any time at $0.97 per share and are scheduled to expire on September 5, 2008. The estimated fair value of the warrants at the time of issuance was approximately $231,000, which was recorded as deferred financing costs and are included, net of accumulated amortization, in prepaid expenses and other current assets on Giga's Consolidated Balance Sheet at December 31, 2001. These costs were amortized over the remaining seven months of the original term of the renewed Financing Agreement and were fully amortized as of March 31, 2002. Giga recognized charges of $99,000 for the amortization of the financing costs during the first quarter of 2002. None of these warrants had been exercised as of September 30, 2002. As a result of Giga's continued non-compliance with the financial covenants of the Financing Agreement, Giga entered into a second Loan Modification and Forbearance Agreement in November 2001 (the "November Forbearance Agreement"). Loans under the November Forbearance Agreement bore interest at the bank's prime rate plus 5.5% and the bank charged a monthly collateral handling fee of 0.875% on the average daily financed receivable balance outstanding. Subsequent to December 31, 2001, the bank continued to advance funds to Giga pursuant to the terms of the November Forbearance Agreement, which allowed Giga to finance up to a maximum of $3.125 million of eligible accounts receivable, as defined by the Financing Agreement, at an advance rate not to exceed 80%. An outstanding short-term borrowing balance of $2.5 million remained as of December 31, 2001. During the first quarter of 2002, Giga pledged $1.9 million of accounts receivable as collateral and received proceeds of $1.5 million. Giga repaid a total of $4.0 million during the first quarter of 2002, leaving no borrowings outstanding as of March 31, 2002. On March 27, 2002, Giga renewed the Financing Agreement for a third one-year period, entering into the 2002 Financing Agreement, under which it can finance up to a maximum of $5.0 million of eligible accounts receivable, as defined by the 2002 Financing Agreement, at an advance rate not to exceed 80%. 20 Upon execution of the 2002 Financing Agreement, Giga paid fees totaling $37,500. Loans under the 2002 Financing Agreement bear interest at the bank's prime rate plus 1.0%. The bank charges a monthly collateral handling fee of 0.25% on the average daily financed receivable balance outstanding. There were no borrowings pursuant to the 2002 Financing Agreement outstanding as of September 30, 2002. The 2002 Financing Agreement is collateralized by substantially all of Giga's tangible and intangible assets, including intellectual property. Giga is subject to various financial covenants under the 2002 Financing Agreement, including the requirement to maintain a minimum adjusted quick ratio, a ratio of quick assets, which includes unrestricted cash, cash equivalents and net billed receivables, to current liabilities minus deferred revenue, of 1.4 to 1.0 on a quarterly basis, with the exception of the second fiscal quarter of 2002, where an adjusted quick ratio of 1.25 to 1.0 is permitted. Giga is also required to achieve a minimum net income of $1.00 on a quarterly basis, subject to a one-time permissible quarterly net loss of $100,000. Giga was in compliance with both of these financial covenants at September 30, 2002. In August 2001, Giga's wholly-owned subsidiary in the United Kingdom, Giga Information Group Ltd., established an Overdraft Facility (the "Overdraft Facility") with a bank, under which it could borrow up to 100,000 British pounds. Upon execution of the Overdraft Facility, Giga Information Group, Ltd. paid fees totaling 1,000 British pounds. Borrowings under the Overdraft Facility bore interest at the bank's base rate plus 1.5%. In December 2001, the terms of the Overdraft Facility were amended. Upon execution of the amended Overdraft Facility, Giga Information Group, Ltd. paid fees totaling 500 British pounds. The terms of the amended Overdraft Facility maintained the existing interest rate and allowed Giga Information Group, Ltd. to borrow an additional 100,000 British pounds, for a total of up to 200,000 British pounds, through March 31, 2002. The Overdraft Facility was originally scheduled to expire in July 2002. In July 2002, the bank extended the terms of the Overdraft Facility, allowing Giga Information Group, Ltd. to borrow up to 100,000 British pounds through September 2002. Giga Information Group, Ltd. is currently in the process of renewing the Overdraft Facility. There were no borrowings outstanding under the Overdraft Facility at September 30, 2002. Giga believes that its existing cash and cash equivalents, cash expected to be generated from operations, and cash available from the 2002 Financing Agreement, net of repayments on short-term borrowings, will be sufficient to fund Giga's cash needs at least through the fourth fiscal quarter of 2003. However, Giga had a negative working capital balance of $17.5 million and an accumulated deficit of $95.4 million at September 30, 2002. In recent years, Giga has funded its working capital needs and net operating losses primarily from cash receipts from subscription services delivered in future months. In the event that Giga continues to experience declines in its subscription renewals and new business or otherwise encounters difficulties in collecting accounts receivable or billing and collecting unbilled accounts receivable, it may not be able to continue to fund its operations through working capital resources. Furthermore, in the event that Giga does not maintain quarterly profitability and the financial metrics specified in the 2002 Financing Agreement, Giga would be in default of the covenants of the 2002 Financing Agreement, which could result in the outstanding amounts, if any, becoming immediately due, and the need for Giga to seek additional financing to fund operations. Similarly, if the 2002 Financing Agreement, which expires at the end of the first quarter of 2003, is not extended, Giga may be required to seek additional financing to fund operations. If necessary, Giga will consider various sources of additional financing, including but not limited to, private placements of debt or equity securities, which could result in dilution to Giga's stockholders, the sale of assets and strategic alliances, but there can be no assurance that such financing would be available to Giga on terms that are acceptable, if at all. If adequate funds are not available, Giga may be required to reduce its fixed costs and delay, scale back or eliminate certain of its services, any of which could have a material adverse effect on Giga's business, financial condition or results of operations. There can be no assurance, however, that Giga would be able to obtain financing or sufficiently scale back operations to provide the liquidity necessary for Giga to continue its operations. RECENTLY ISSUED ACCOUNTING STANDARDS In April 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinds SFAS No 4, "Reporting Gains and Losses from Extinguishment of Debt," and an amendment of that Statement, SFAS No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements," and SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers." SFAS No. 145 also amends SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency 21 between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have the same economic effects as sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The provisions of this Statement related to the rescission of SFAS No. 4 are effective for fiscal years beginning after May 15, 2002. The provisions of this Statement related to SFAS No. 13 are effective for transactions occurring after May 15, 2002. All other provisions of this Statement are effective for financial statements issued on or after May 15, 2002. Giga's adoption of SFAS No. 145 has not had, and is not expected to have, a significant effect on its financial position or its results of operations. In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal." This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. Management of Giga is currently assessing the impact that the adoption of SFAS No. 146 will have on Giga's financial position and results of operations and plans to adopt this Statement on January 1, 2003. GENERAL RISKS AND UNCERTAINTIES GIGA HAS A HISTORY OF PRIOR LOSSES AND NEGATIVE WORKING CAPITAL. A FAILURE TO PRODUCE POSITIVE OPERATING RESULTS COULD AFFECT GIGA'S LIQUIDITY AND ITS ABILITY TO OBTAIN FINANCING ON ACCEPTABLE TERMS. Giga incurred net losses of $2.4 million, $8.2 million and $17.3 million for the years ended December 31, 2001, 2000 and 1999, respectively and had a negative working capital balance of $17.5 million and an accumulated deficit of $95.4 million at September 30, 2002. In recent years, Giga has funded its working capital needs and net operating losses primarily from cash receipts from subscription services delivered in future periods. In the event that Giga experiences continued declines in its subscription renewals and new business, Giga may not be able to continue to fund its operations through working capital resources. Although Giga recorded net income of $2.2 million for the nine months ended September 30, 2002, and net income of $972,000 and $534,000 for the three months ended December 31, 2001 and September 30, 2001, respectively, there can be no assurance that profitability will be sustained. Giga's ability to maintain profitability depends on a number of factors, including, among other things, increasing revenues, reducing costs, maintaining current customers, attracting new customers, implementing its business strategies, and other factors, many of which are outside Giga's control. In the event that Giga does not maintain quarterly profitability and the financial metrics specified in the 2002 Financing Agreement, Giga would be in default of the financial covenants of the 2002 Financing Agreement, which could result in the outstanding borrowing amounts, if any, becoming immediately due, and the need for Giga to seek additional financing to fund operations. There can be no assurance that Giga would be able to obtain financing on acceptable terms, which could cause a material adverse effect on Giga's business, results of operations and financial position. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources." IF GIGA IS UNABLE TO SUCCESSFULLY MAINTAIN ITS SUBSCRIPTION RENEWAL RATES, IT COULD ADVERSELY AFFECT GIGA'S PROFITABILITY. Giga derived approximately 87% of its total revenues from its subscription-based services for the nine months ended September 30, 2002 and 2001. Giga's client retention rate decreased to 70% as of September 30, 2002 from 80% as of September 30, 2001. Giga operates in a rapidly evolving market and its ability to renew subscriptions is subject to a number of factors, including Giga's ability to deliver consistent, high-quality, and timely research and analysis to its clients and to anticipate market trends and the changing needs of its clients. If Giga is unable to successfully maintain its subscription renewal rates, it could have a material adverse effect on Giga's profitability. 22 INCREASED COMPETITION COULD CAUSE GIGA TO LOSE MARKET SHARE AND ADVERSELY AFFECT ITS REVENUES AND PROFITABILITY. Giga faces competition from a significant number of independent providers of information products and services, including competitors with considerably greater financial resources and market share than Giga, as well as the internal marketing and planning organizations of its clients. Giga also competes indirectly against consulting firms and other information providers, including electronic and print media companies. These indirect competitors could choose to compete directly with Giga in the future. In addition, limited barriers to entry exist in the market in which Giga competes. As a result, additional new competitors may emerge and existing competitors may start to provide additional or complementary services. Increased competition may result in loss of market share, diminished value in Giga's products and services, reduced pricing and increased marketing expenditures, which could have a material adverse effect on Giga's revenues and profitability. GIGA'S FUTURE SUCCESS DEPENDS ON ITS ABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL. Giga's future success depends heavily upon the quality of its research analysts, sales personnel, consultants and other personnel. Its future operating results, therefore, are dependent, in part, upon its ability to retain the services of these people and to attract personnel from a limited pool of qualified applicants. Giga faces intense competition in hiring and retaining qualified professionals from, among others, technology-related companies, market research firms, consulting firms and electronic and print media companies. Any failure to retain key personnel or hire additional qualified personnel, as may be required to support the evolving needs of clients or growth in Giga's business, could adversely affect the quality of Giga's products and services, and, therefore, its future business and operating results. IF GIGA IS UNABLE TO MANAGE ITS FUTURE GROWTH EFFECTIVELY, IT COULD ADVERSELY AFFECT THE QUALITY OF ITS PRODUCTS AND SERVICES. Since inception, Giga's operations have changed substantially due to the expansion and growth of its business. Growth places significant demands on Giga's management, administrative, operational and financial resources and systems. Giga's ability to effectively manage growth will require it to continue to develop and improve its management, administrative, operational and financial resources and systems. Giga must also continue to expand its business development capabilities and continue to train, motivate and manage its employees. If Giga is unable to effectively manage its future growth, the quality of Giga's services and products, its retention of key employees, its results of operations, and its financial condition could be materially adversely affected. IF GIGA DOES NOT CONTINUE TO SUCCESSFULLY ENHANCE EXISTING PRODUCTS AND SERVICES OR DEVELOP NEW PRODUCTS AND SERVICES, IT COULD HAVE A MATERIAL ADVERSE EFFECT ON ITS REVENUES AND PROFITABILITY. The market for Giga's products and services is characterized by rapidly changing needs for information and analysis. To maintain its competitive position, Giga must continue to successfully enhance and improve its products and services, develop or acquire new products and services in a timely manner, and appropriately position and price products and services. Moreover, the process of internally researching, developing, launching, and gaining client acceptance of a new product or service is inherently risky and costly. Any failure to successfully develop new products and services could have a material adverse effect on Giga's revenues and profitability. GIGA'S ABILITY TO OPERATE ITS BUSINESS EFFECTIVELY COULD BE IMPAIRED IF IT LOSES KEY MANAGEMENT PERSONNEL. Giga manages its business with a number of key management personnel, the loss of a number of who could have a material adverse effect on Giga's ability to maintain and grow its business. In addition, as its business develops and expands, Giga believes that its future success will depend greatly on its continued ability to attract and retain highly skilled and qualified management personnel. There is no assurance that key management personnel will continue to be employed by Giga or that it will be able to attract or retain qualified management personnel in the future. Some of the personnel that Giga attempts to hire are subject to non-competition agreements that could impede its short-term recruitment efforts. Giga does not have "key man" insurance to cover its 23 executive officers. Failure to retain or attract key management personnel could have a material adverse effect on Giga's business, results of operations or financial position. GIGA'S QUARTERLY OPERATING RESULTS MAY FLUCTUATE IN THE FUTURE. Giga's quarterly operating income may fluctuate in the future as a result of a number of factors, including the timing of the execution of research contracts, the performance of consulting engagements, the timing of events and conferences, the amount of new business generated by Giga, the mix of domestic and international business, changes in market demand for Giga's products and services, the timing of the development, introduction and marketing of new products and services, and competition in the industry. As a result, Giga's operating results in any quarter may not necessarily be a good indicator of its operating results for any future period. IF GIGA IS UNABLE TO SUCCESSFULLY MANAGE THE RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS, ITS BUSINESS COULD BE ADVERSELY AFFECTED. Net revenues attributable to international clients represented approximately 17% of Giga's total revenues for the nine months ended September 30, 2002 compared to 18% for the nine months ended September 30, 2001. Giga's operating results are subject to the risks inherent in international business activities, including general political and economic conditions in each country, changes in market demand as a result of exchange rate fluctuations and tariffs, challenges in staffing and managing foreign operations, changes in regulatory requirements, compliance with numerous foreign laws and regulations, different or overlapping tax structures, higher levels of U.S. taxation on foreign income, and the difficulty of enforcing client agreements and protecting intellectual property rights in international jurisdictions. If Giga is unable to successfully manage the risks associated with international operations, such an inability could adversely affect Giga's business and financial results. 24 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Exposure Giga's exposure to market risk for changes in interest rates relates primarily to borrowings under the 2002 Financing Agreement. Pursuant to the 2002 Financing Agreement, interest is computed on outstanding borrowings at the bank's prime rate plus 1.0%. As of September 30, 2002, there were no borrowings outstanding under the 2002 Financing Agreement. Giga believes that a near-term change in interest rates would not have a material effect on Giga's consolidated results of operations or financial position. Investment Exposure Giga is exposed to market risk as it relates to changes in the market value of its long-term investments. As of September 30, 2002, Giga had long-term investments totaling $1,240,000, of which GigaGroup S.A. represents $1,215,000. These investments are inherently risky because the companies in which Giga has invested are not publicly traded, which makes determining the fair value of the investments difficult. Future adverse changes in market conditions or poor operating results of underlying investments could result in losses or an inability to recover the carrying value of the investments that may not be reflected in the investment's carrying value, thereby possibly requiring an impairment charge in the future. Currency Rate Exposure Giga is exposed to two market risks related to foreign currency exchange rates: translation risk and transaction risk. Assets and liabilities of foreign operations are translated to U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income in the stockholders' deficit section of the Consolidated Balance Sheets. Giga's foreign subsidiaries generally collect revenues and pay expenses in currencies other than the U.S. dollar. Since the functional currency of Giga's foreign subsidiaries is generally the local currency, foreign currency translation adjustments are reflected as a component of stockholders' deficit and do not impact operating results. Revenues and expenses in foreign currencies translate into higher or lower revenues and expenses in U.S. dollars as the U.S. dollar weakens or strengthens against other currencies. Therefore, changes in exchange rates may negatively affect Giga's consolidated revenues and expenses (as expressed in U.S. dollars) from foreign operations. Currency transaction gains or losses arising from transactions in currencies other than the functional currency are included in results of operations. Giga currently has not entered into any foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates. 25 ITEM 4. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures Based on their evaluation of Giga's disclosure controls and procedures conducted within 90 days of the date of filing this report on Form 10-Q, Giga's Chief Executive Officer and the Chief Financial Officer have concluded that as of the date of their evaluation, Giga's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of 1934, as amended) are effective. (b) Changes in Internal Controls Giga's Chief Executive Officer, Chief Financial Officer, and Giga have concluded that there were no significant changes in Giga's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. 26 PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At Giga's Annual Meeting of Stockholders held on July 29, 2002, three 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 2002 fiscal year was ratified. The following is a tabulation of the voting with respect to the foregoing matters. (a) Election of Directors: Nominee For Against Abstain ------- --- ------- ------- A.G.W. Biddle, III 7,422,912 337,810 0 Neill H. Brownstein 7,422,912 337,810 0 Robert K. Weiler 7,422,912 337,810 0 (b) Approval of amendments to the Giga 1999 Share Incentive Plan: For Against Abstain --- ------- ------- 2,799,934 453,723 4,931 (c) Approval of amendment to the Giga 1997 Director Option Plan: For Against Abstain --- ------- ------- 2,768,414 485,243 4,931 (d) Ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the 2002 fiscal year: For Against Abstain --- ------- ------- 7,747,818 11,454 1,450

Richard L. Crandall and David L. Gilmour (each of whose term expires in the year 2003) and Michael E. Faherty and John B. Landry (each of whose term expires in the year 2004) are Giga's incumbent directors. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.1 Consulting Agreement, dated as of August 29, 2002, between the Registrant and Richard L. Crandall 99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K Giga filed a Current Report on Form 8-K, dated July 17, 2002, pertaining to a press release announcing Giga's results of operations for the three and six months ended June 30, 2002. 27 Giga filed a Current Report on Form 8-K, dated August 30, 2002, pertaining to a press release announcing the resignation of Chairman, President and CEO, Robert K. Weiler. 28 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GIGA INFORMATION GROUP, INC. October 31, 2002 By: VICTORIA M. LYNCH --------------------------------- Victoria M. Lynch Senior Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) 29 CERTIFICATIONS I, Robert K. Weiler, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Giga Information Group Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: October 31, 2002 ROBERT K. WEILER ------------------------------- Name: Robert K. Weiler Title: Chief Executive Officer 30 I, Victoria M. Lynch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Giga Information Group Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: October 31, 2002 VICTORIA M. LYNCH ------------------------------ Name: Victoria M. Lynch Title: Chief Financial Officer 31 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF DOCUMENTS ------ ------------------------ 10.1 Consulting Agreement, dated as of August 29, 2002, between the Registrant and Richard L.Crandall 99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32

GIGA INFORMATION GROUP INC 10-Q