Form 6-K UBIC, INC. For: Nov 13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2015
Commission File Number 001-35884
KABUSHIKI KAISHA UBIC
(Exact name of registrant as specified in its charter)
UBIC, INC.
(Translation of registrants name into English)
Meisan Takahama Building
2-12-23, Kounan
Minato-ku, Tokyo 108-0075
Japan
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F o Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
UBIC, INC.
FORM 6-K
UBIC, Inc. is furnishing under the cover of Form 6-K the following:
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Exhibit 99.1 |
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English translation of a Japanese-language press release, dated November 13, 2015, regarding the announcement of its unaudited financial results for the second fiscal quarter ended September 30, 2015. |
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Exhibit 99.2 |
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English translation of the Summary of Consolidated Financial Results For the Six-Month Period Ended September 30, 2015 [Japanese GAAP], filed with the Tokyo Stock Exchange on November 13, 2015. |
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Exhibit 99.3 |
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English translation of a Japanese-language press release, dated November 13, 2015, regarding the announcement of revisions to its financial results forecast for the fiscal year ending March 31, 2016. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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UBIC, INC. | |
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By: |
/s/ MASAHIRO MORIMOTO |
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Masahiro Morimoto |
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Chief Executive Officer and Chairman of the Board |
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Date: November 13, 2015 |
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Exhibit 99.1
UBIC, Inc. Reports Unaudited Fiscal Year Second Quarter 2016 Financial Results
TOKYO, November 13, 2015 UBIC, Inc. (NASDAQ: UBIC; TSE: 2158) (UBIC or the Company), a leading provider of artificial intelligence (AI)-based big data analysis services, announced today its unaudited financial results for the fiscal second quarter ended September 30, 2015 (the second quarter 2016). All figures are prepared in accordance with the generally accepted accounting principles of Japan (Japanese GAAP).
Second Quarter 2016 Financial Highlights
· Net sales increased by 71.7% year over year to JPY2,695 million (US$22.5 million).
· Net sales from eDiscovery solutions increased by 74.6% year over year to JPY2,545 million (US$21.2 million).
Our top-line for the second quarter 2016 showed robust year-over-year growth of 71.7%, setting a record high for quarterly sales and demonstrating that UBIC has entered a new stage of growth powered by our expanding presence in the U.S. stated UBICs Chairman and Chief Executive Officer Masahiro Morimoto. Our rapidly improving portfolio of AI-based analysis products coupled with our synergistic acquisitions in the U.S. market provide the foundation for us to accelerate financial growth and to expand rapidly into new fields that demand our technology.
In the last year and a half, we made significant inroads into the United States, the largest eDiscovery market globally and a strategic focus for our company, through our acquisition of two complementary and well-established eDiscovery providers. Our acquisition of TechLaw Solutions, Inc. (TLS) in August 2014 has provided us with many large-scale review projects in the East Coast region of the U.S. To build upon this momentum and achieve geographic balance, in July 2015, we acquired EvD, Inc. (EvD), a San Francisco-based eDiscovery firm with a robust sales presence on the U.S. West Coast. The strong synergy among EvD, TLS and UBIC has enabled us to rapidly become an eDiscovery leader in the U.S. and secure new clients with large, national projects. These projects have provided a tremendous boost to our top-line, as evidenced by our record high sales in the recent quarter, of which the U.S. market comprised 61%.
At heart we remain a technology company, and as such we must rely on enhancing our existing products and introducing new innovative solutions to thrive and enter a new stage of growth. In the recent quarter, we introduced Lit i View AI Sukedachi Samurai, which utilizes our sophisticated AI to help corporations better analyze their corporate data and identify risks and opportunities. We also launched Lit i View PATENT EXPLORER, in the second quarter 2016, which significantly boosts the efficiency of patent review. Our expanding portfolio of innovative, AI-based analysis solutions has driven our expansion from eDiscovery into new fields such as healthcare, marketing, finance, and beyond. In order to facilitate our expansion into the marketing space, we established our subsidiary, Rappa, in late August. By leveraging our big data capabilities to provide services in the B2C segment, we are opening up many possibilities for future growth in the marketing sector. In the healthcare field, we continue to strengthen our partnerships with hospitals, universities and other institutions to develop and offer AI-based solutions to enhance patient care, drug discovery, and disease diagnosis through our subsidiary, UBIC MEDICAL Inc. As we enter into a new stage of growth, UBIC is well-positioned to accelerate the adoption of our AI-based technology on a global scale and in new fields.
Second Quarter 2016 Financial Results
SALES: Net sales for the second quarter 2016 increased by 71.7% to JPY2,695 million (US$22.5 million) from JPY1,569 million in the prior year period. This increase was primarily due to the addition of U.S. projects and clients resulting from the Companys acquisitions of EvD, as well as the steady performance of large-scale, cartel-related orders from Japanese corporations.
GROSS PROFIT: For the second quarter 2016, gross profit increased by 47.0% to JPY1,303 million (US$10.9 million) from JPY886 million in the prior year period. Gross margin was 48.3% in the second quarter 2016 compared with 56.5% in the prior year period. The decline in gross margin was primarily attributable to costs and expenses related to software improvements to adapt and customize UBICs Lit i View to the U.S. market.
OPERATING EXPENSES AND INCOME (LOSS): Total operating expenses for the second quarter 2016 increased by 63.8% to JPY1,259 million (US$10.5 million) from JPY769 million in the prior year period. Operating income was JPY44 million (US$0.4 million), as compared to JPY117 million in the prior year period. The decline in operating income was primarily due to costs related to the acquisition of EvD and amortization of its goodwill.
NET INCOME (LOSS): Net loss for the second quarter 2016 was JPY123 million (US$1.0 million) as compared to a net income of JPY150 million in the prior year period, primarily due to expenses related to the acquisition of EvD and the amortization of its goodwill.
EARNINGS (LOSS) PER SHARE: Net loss per ordinary share (basic) for the second quarter 2016 was JPY3.99 (US$0.03) from a net income per ordinary share (basic) of JPY6.74 in the prior year period.
As of September 30, 2015, the Company had a total of 35,491,360 ordinary shares outstanding, or the equivalent of 17,745,680 ADSs. Each ADS represented two shares of the Companys common stock.
BALANCE SHEET: As of September 30, 2015, the Companys cash and deposits were JPY2,353 million (US$19.6 million).
Financial Outlook
Based on information available as of November 13, 2015, the Company expects its sales to be approximately JPY10,300 million (US$86.0 million), up from its previous expectation of JPY8,000 million, and representing year-over-year growth of approximately 64.2%; and operating income to be approximately JPY600 million (US$5.0 million), consistent with its previous guidance. The Company revised its sales outlook to reflect the impact from the acquisition of EvD. The Company believes and expects that its acquisition of EvD will strengthen its pipeline, resulting in an increase in net sales and improved profitability, but those benefits are expected to be partially offset by an increase in operating expenses for acquisition-related costs and goodwill amortization, as well as by unfavorable business performance of the Companys other U.S. subsidiaries.
Recent Developments
August 27, 2015 UBIC Establishes Subsidiary Rappa
In order to accelerate its expansion into the marketing sector, UBIC established Rappa, Inc., which is specialized in marketing operations, including the analysis of information available on the Internet by using UBICs AI technology. Rappa has an advantage in data analysis that quickly identifies individuals preferences and inclinations with a high degree of accuracy by using AI technology to flexibly analyze unstructured textual data, which is difficult to analyze using existing technologies.
Statement Regarding Unaudited Condensed Financial Information
The unaudited financial information set forth above is preliminary and subject to potential adjustments. Adjustments to the consolidated financial statements may be identified when audit work has been performed for the Companys year-end audit, which could result in significant differences from this preliminary unaudited condensed financial information.
Exchange Rate
This announcement contains translations of certain JPY amounts into U.S. dollars (US$) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from JPY to US$ were made at the rate of JPY119.81 to US$1.00, the noon buying rate in effect on September 30, 2015 in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the JPY or US$ amounts referred could be converted into US$ or JPY, as the case may be, at any particular rate or at all. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this earnings release.
About UBIC, Inc.
UBIC, Inc. (Nasdaq: UBIC) (TSE: 2158) supports the analysis of big data based on behavior informatics by utilizing its proprietary AI-based software program, VIRTUAL DATA SCIENTIST or VDS. Developed by UBIC based on knowledge acquired through its litigation support services, the VDS
program incorporates experts tacit knowledge, including their experiences and intuitions, and utilizes that knowledge for big data analysis. UBIC continues to expand its business operations by applying VDS to new fields such as healthcare and marketing.
UBIC was founded in 2003 as a provider of e-discovery and international litigation support services. These services include the preservation, investigation and analysis of evidence materials contained in electronic data, and computer forensic investigation. UBIC provides e-discovery and litigation support by making full use of its data analysis platform, Lit i View®, and its Predictive Coding technology adapted to Asian languages.
For more information about UBIC, contact [email protected] or visit http://www.ubic-global.com.
Safe Harbor Statement
This announcement contains forward-looking statements. These forward-looking statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates and similar statements. Among other things, the amount of data that UBIC expects to manage this year and the potential uses for UBICs new service in intellectual property-related litigation, contain forward-looking statements. UBIC may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about UBICs beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: UBICs goals and strategies; UBICs expansion plans; the expected growth of the data center services market; expectations regarding demand for, and market acceptance of, UBICs services; UBICs expectations regarding keeping and strengthening its relationships with customers; UBICs plans to invest in research and development to enhance its solution and service offerings; and general economic and business conditions in the regions where UBIC provides solutions and services. Further information regarding these and other risks is included in UBICs reports filed with, or furnished to the Securities and Exchange Commission. UBIC does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release and in the attachments is as of the date of this press release, and UBIC undertakes no duty to update such information, except as required under applicable law.
Investor Relations Contact:
UBIC, Inc. (North America)
Tel: +1 646-308-1561
Email: [email protected]
Source: UBIC
Exhibit 99.2
Summary of Consolidated Financial Results
For the Six-Month Period Ended September 30, 2015
[Japanese GAAP]
November 13, 2015
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Company name: |
UBIC, Inc. | |
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Stock exchange listing: |
Tokyo Stock Exchange | |
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Stock code: |
2158 | |
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URL: |
http://www.ubic.co.jp/ | |
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Representative: |
Masahiro Morimoto, Chief Executive Officer and Chairman of the Board | |
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Contact: |
Yaguchi Masami, Chief Financial Officer and Chief Administrative Officer | |
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Tel.: |
+81-3-5463-6344 | |
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Scheduled date of filing Quarterly Financial Report: |
November 13, 2015 | |
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Scheduled date of commencement of dividend payment: |
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Supplementary materials for the quarterly financial results: |
None | |
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Briefing on the quarterly financial results: |
Yes (for institutional investors and analysts) | |
(Amounts of less than one million yen are rounded down to the nearest million yen)
1. Consolidated Financial Results for the Six-Month Period Ended September 30, 2015 (from April 1, 2015 to September 30, 2015)
(1) Consolidated results of operations
(Percentage figures represent changes from the same period in the previous year)
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Six-month period |
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Net sales |
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Operating income |
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Ordinary income |
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Net income attributable to |
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ended |
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Millions of yen |
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% |
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Millions of yen |
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% |
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Millions of yen |
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% |
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Millions of yen |
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% |
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September 30, 2015 |
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4,421 |
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53.1 |
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20 |
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(90.7 |
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21 |
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(92.3 |
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(141 |
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September 30, 2014 |
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2,887 |
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37.8 |
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223 |
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276 |
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232 |
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Note: Comprehensive income
Six-month period ended September 30, 2015..... ¥(114) million [%]
Six-month period ended September 30, 2014..... ¥370 million [%]
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Six-month period |
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Net income per share |
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Net income per share |
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ended |
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Yen |
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Yen |
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September 30, 2015 |
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(3.99 |
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September 30, 2014 |
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6.74 |
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6.59 |
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(2) Consolidated financial position
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Total assets |
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Net assets |
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Equity ratio |
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As of |
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Millions of yen |
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Millions of yen |
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% |
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September 30, 2015 March 31, 2015 |
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12,846 7,641 |
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5,015 5,220 |
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37.1 65.4 |
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Reference: Equity
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As of September 30, 2015 |
¥4,771 million |
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As of March 31, 2015 |
¥4,996 million |
2. Dividends
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Dividend per share |
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End of the three-month period |
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End of the |
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End of the |
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End of |
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Total |
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Yen |
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Yen |
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Yen |
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Yen |
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Yen |
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Year ended March 31, 2015 |
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0.00 |
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3.00 |
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3.00 |
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Year ending March 31, 2016 |
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0.00 |
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Year ending March 31, 2016 (Forecast) |
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3.00 |
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3.00 |
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Note: Changes from the latest dividend forecasts: None
3. Consolidated Forecasts for the Year Ending March 31, 2016 (from April 1, 2015 to March 31, 2016)
(Percentages represent year-on-year changes)
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Net sales |
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Operating income |
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Ordinary income |
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Net income attributable to |
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Net income |
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For the year |
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Millions |
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% |
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Millions |
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% |
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Millions |
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% |
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Millions |
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% |
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Yen |
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March 31, 2016 |
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10,300 |
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64.2 |
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600 |
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125.5 |
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500 |
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15.2 |
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30 |
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(88.5 |
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0.85 |
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Note: Changes from the latest consolidated forecasts: Yes
Notes:
(1) Changes in important subsidiaries during the six-month period ended September 30, 2015 (changes in the scope of consolidation): Yes
Number of newly consolidated subsidiaries: one company
Company name: EvD, Inc.
(2) Application of specific accounting treatments for the preparation of the quarterly consolidated financial statements: Yes
(3) Changes in accounting policies, changes in accounting estimates and restatements
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1) |
Changes in accounting policies associated with the revision of accounting standards |
: None |
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2) |
Changes in accounting policies other than the above |
: None |
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3) |
Changes in accounting estimates |
: None |
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4) |
Restatements |
: None |
(4) Number of issued and outstanding shares (common stock)
1) Number of issued and outstanding shares (including treasury stock)
As of September 30, 2015: 35,491,360 shares
As of March 31, 2015: 35,491,360 shares
2) Number of treasury stock
As of September 30, 2015: 630 shares
As of March 31, 2015: 630 shares
3) Average number of issued and outstanding shares during the six-month period
The six-month period ended September 30, 2015: 35,490,730 shares
The six-month period ended September 30, 2014: 34,492,697 shares
* Status of quarterly review procedures
· This summary of quarterly consolidated financial results falls outside the scope of quarterly review procedures required by the Financial Instruments and Exchange Act. The review procedures for the quarterly consolidated financial statements based on the stipulations of the said act were not completed at the time this summary of quarterly consolidated financial results was disclosed.
* Explanations concerning the appropriate use of forecasts for results of operations and other special matters
· The forecasts for results of operations in this report are based on information currently available to the UBIC Group (the Group) and assumptions determined to be reasonable, and are not intended to assure achievement of the Groups operations. Actual results may differ significantly from the forecasts due to various factors.
UBIC, Inc. (2158) September 30, 2015 Financial
Table of Contents of Attachment
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1. |
Qualitative Information on Financial Results for the Six-Month Period Ended September 30, 2015 |
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(1) |
Qualitative information regarding the consolidated operating results |
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(2) |
Qualitative information regarding the consolidated financial position |
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(3) |
Qualitative information regarding the forecast for the consolidated financial results |
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2. |
Matters Relating to Summary Information (Notes) |
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(1) |
Changes in important subsidiaries during the six-month period ended September 30, 2015 |
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(2) |
Application of specific accounting treatments for the preparation of the quarterly consolidated financial statements |
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(3) |
Changes in accounting policies, changes in accounting estimates and restatements |
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(4) |
Supplementary information |
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3. |
Quarterly Consolidated Financial Statements |
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(1) |
Quarterly consolidated balance sheets |
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(2) |
Quarterly consolidated statements of income and consolidated statements of comprehensive income |
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(3) |
Consolidated statements of cash flows |
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(4) |
Going-concern assumptions |
10 |
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(5) |
Segment information |
10 |
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(6) |
Significant changes in shareholders equity |
11 |
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(7) |
Significant subsequent events |
11 |
1. Qualitative Information on Financial Results for the Six-Month Period Ended September 30, 2015
(1) Qualitative information regarding the consolidated operating results
In the six-month period ended September 30, 2015, UBIC Group (the Group) acquired the U.S. company Evolve Discovery (EvD, Inc.) in order to establish a sales structure in the United States, which is a major discovery market. EvD, Inc. operates as a one-stop shop for providing eDiscovery services widely across the United States, mainly in the west coast, utilizing a combination of its strong sales capabilities and rich experience in areas, such as litigation support consulting and project management.
Although the Group, as part of the strategy for its legal business, aimed to secure large-scale projects in Asia by establishing a sales structure in the region, the business environment in Asia is such that U.S. law firms and U.S. subsidiaries have already taken the lead. This fact caused the Group to realize that simply establishing a sales structure in Asia is not enough, and prompted the Group to make efforts to enhance its name recognition and strengthen its sales structure in the United States, which is a major market in the legal business. As a means of reaching these goals, the Group was listed on NASDAQ in May 2013, acquired TechLaw Solutions, Inc., which is based in the east coast of the United States, in August 2014, and acquired EvD, Inc. in July 2015. These acquisitions allowed the Group to secure large-scale projects on both the East and West coast of the United States and provide stable support from the U.S. for projects taken on from Asian corporations. As a result, the Group posted its highest sales to date in the six-month period ended September 30, 2015, and sales in the United States comprised approximately 50% of the Groups overall sales for the same period. Thus, the Group has recognized that it has entered a new stage of growth.
Additionally, in order to accelerate expansion of its business into the field of marketing through data analysis utilizing artificial intelligence technology, the Group established UBIC MEDICAL, Inc. in April 2015, and then established the subsidiary Rappa, Inc., which is specialized in marketing operations. Further, the Group actively developed its business to enhance new solutions in other fields, and to cultivate the development of products and new businesses, as well as sales partners.
For the six-month period of the current fiscal year, net sales increased by 53.1% year on year to 4,421,092 thousand yen, operating profit decreased by 90.7% year on year to 20,818 thousand yen, ordinary income decreased by 92.3% to 21,193 thousand yen and net loss attributable to owners of the parent was 141,752 thousand yen (net income attributable to owners of the parent of 232,512 thousand yen a year earlier). As a result, the Group posted net loss despite the increase in net sales. The increase in sales did not translate into an increase in profit, despite a significant increase in net sales resulting from the acquisition of EvD, Inc., due to EvD acquisition-related costs of 254,884 thousand yen, amortization of goodwill of 39,160 thousand yen and losses recognized by two existing subsidiaries in the United States. Moreover, net loss attributable to owners of the parent was generated as a result of income taxes of 159,534 thousand yen in the six-month period ended September 30, 2015.
An overview of each business segment is as follows:
1) eDiscovery business
Net sales from eDiscovery services were 4,182,964 thousand yen, an increase of 57.0% year on year, due to the significant increase resulting from the acquisition of EvD, Inc. and the continued steady performance in the area of large-scale cartel-related orders from Japanese corporations from the previous quarter.
2) Legal and compliance professional services
Net sales in legal and compliance professional services were 195,134 thousand yen, an increase of 8.9% year on year, due the adoption of the Groups email auditing tool Lit i View EMAIL AUDITOR, equipped with the Groups artificial intelligence-based technology, by several large Japanese manufacturers, and positive performance in the area of forensic investigation on payment cards.
3) Others
Net sales in other businesses were 42,993 thousand yen, a decrease of 4.3% year on year, due to the fewer patent-related consulting to the prior year.
(2) Qualitative information regarding the consolidated financial position
(Assets)
Total assets increased by 5,205,282 thousand yen to 12,846,948 thousand yen compared with the end of the previous
year.
Current assets increased by 1,290,994 thousand yen to 5,914,041 thousand yen compared with the end of the previous year. This was mainly due to a decrease of 373,271 thousand yen in cash and deposits and an increase of 1,345,414 thousand yen in notes and accounts receivable-trade.
Noncurrent assets increased by 3,914,287 thousand yen to 6,932,906 thousand yen compared with the end of the previous year. This was primarily attributable to an increase of 1,781,268 thousand yen in customer-related assets and an increase of 1,630,040 thousand yen in goodwill.
(Liabilities)
Total liabilities increased by 5,410,425 thousand yen to 7,831,318 thousand yen compared with the end of the previous year.
Current liabilities increased by 4,747,842 thousand yen to 6,195,621 thousand yen compared with the end of the previous year. This was mainly due to an increase of 3,600,000 thousand yen in short-term loans payable.
Noncurrent liabilities increased by 662,582 thousand yen to 1,635,697 thousand yen compared with the end of the previous year. This was mainly due to a decrease of 227,296 thousand yen in long-term loans payable and an increase of 872,744 thousand yen in deferred tax liabilities.
(Net Assets)
Total net assets decreased by 205,142 thousand yen to 5,015,630 thousand yen compared with the end of the previous year. This was attributable primarily to an increase of 105,392 thousand yen in valuation difference on available-for-sale securities, a decrease of 248,225 thousand yen in retained earnings and a decrease of 81,674 thousand yen in foreign currency translation adjustment.
(Status of cash flow)
As of September 30, 2015, cash and cash equivalents (hereinafter referred to as net cash) were 2,350,283 thousand yen.
The status of cash flows for the six-month period ended September 30, 2015, and the primary factors for those results are as follows:
(Cash flows from operating activities)
Net cash provided by operating activities was 112,179 thousand yen, a decrease of 405,059 thousand yen as compared with that for the six-month period ended September 30, 2014. This was mainly attributable to a decrease in income before income taxes and an increase in accounts receivable-trade.
(Cash flows from investing activities)
Net cash used in investing activities was 3,727,978 thousand yen, a decrease of 2,559,333 thousand yen as compared with that for the six-month period ended September 30, 2014. This was mainly attributable to payment for acquisition of subsidiaries stock with changes in the scope of consolidation of 3,351,511 thousand yen.
(Cash flows from financing activities)
Net cash provided by financing activities was 3,265,075 thousand yen, an increase of 2,220,820 thousand yen as compared with that for the six-month period ended September 30, 2014. This was mainly attributable to cash inflow of 3,700,000 thousand yen from proceeds from short-term loans payable.
(3) Qualitative information regarding the forecast for the consolidated financial results
Please refer to the separate press release issued today titled Notice Regarding Revisions to the Forecasts on the consolidated operating forecasts for the year ending March 31, 2016.
Note: The operating forecasts are based on information currently available to UBIC, Inc. (the Company) and contain uncertainties. Actual operating results may differ significantly from the forecasts due to various factors.
2. Matters Relating to Summary Information (Notes)
(1) Changes in important subsidiaries during the six-month period ended September 30, 2015
The Company acquired all shares in EvD, Inc., which is consolidated as a subsidiary starting from the six-month period ended September 30, 2015.
(2) Application of specific accounting treatments for the preparation of the quarterly consolidated financial statements
(Calculation of income tax expenses)
Income tax expenses were calculated by reasonably estimating the effective tax rate based on the expected income before income taxes (net of the effects of deferred taxes) for the fiscal year to which the six-month period pertains, and multiplying income before income taxes for the pertaining period by the estimated effective tax rate.
(3) Changes in accounting policies, changes in accounting estimates and restatements
Not applicable.
(4) Supplementary information
The Company applied the rules stipulated in Paragraph 39 of the Accounting Standard for Consolidated Financial Statements (Accounting Standards Board of Japan Statement No. 22 of September 13, 2013). In addition, the Company changed the presentation of certain accounts, including income (loss) before minority interests, and minority interests are now presented as non-controlling interests.
The consolidated financial statements for the six-month period ended September 30, 2014, and for the previous fiscal year have been reclassified in order to reflect these changes in the presentation.
3. Quarterly Consolidated Financial Statements
(1) Quarterly consolidated balance sheets
(Thousands of yen)
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As of March 31, 2015 |
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As of September 30, 2015 |
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Assets |
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Current assets |
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Cash and deposits |
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2,726,397 |
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2,353,125 |
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Notes and accounts receivable-trade |
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1,569,511 |
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2,914,925 |
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Merchandise |
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1,407 |
|
14,173 |
|
|
Supplies |
|
5,911 |
|
5,817 |
|
|
Deferred tax assets |
|
56,329 |
|
156,237 |
|
|
Other |
|
288,864 |
|
551,919 |
|
|
Allowance for doubtful accounts |
|
(25,374 |
) |
(82,157 |
) |
|
Total current assets |
|
4,623,047 |
|
5,914,041 |
|
|
Noncurrent assets |
|
|
|
|
|
|
Property, plant and equipment |
|
|
|
|
|
|
Buildings and structures, net |
|
167,406 |
|
190,932 |
|
|
Tools, furniture and fixtures, net |
|
607,500 |
|
677,460 |
|
|
Vehicles, net |
|
|
|
14,774 |
|
|
Leased assets, net |
|
6,210 |
|
4,207 |
|
|
Other, net |
|
2,242 |
|
19,590 |
|
|
Total property, plant and equipment, net |
|
783,359 |
|
906,964 |
|
|
Intangible assets |
|
|
|
|
|
|
Software |
|
871,134 |
|
882,223 |
|
|
Goodwill |
|
168,977 |
|
1,799,017 |
|
|
Customer-related assets |
|
372,823 |
|
2,154,092 |
|
|
Other |
|
163,190 |
|
353,168 |
|
|
Total intangible assets |
|
1,576,125 |
|
5,188,502 |
|
|
Investments and other assets |
|
|
|
|
|
|
Investment securities |
|
512,322 |
|
668,090 |
|
|
Guarantee deposits |
|
130,414 |
|
150,230 |
|
|
Deferred tax assets |
|
11,980 |
|
11,960 |
|
|
Other |
|
4,415 |
|
7,158 |
|
|
Total investments and other assets |
|
659,133 |
|
837,439 |
|
|
Total noncurrent assets |
|
3,018,618 |
|
6,932,906 |
|
|
Total assets |
|
7,641,666 |
|
12,846,948 |
|
(Thousands of yen)
|
|
|
As of March 31, 2015 |
|
As of September 30, 2015 |
|
|
Liabilities |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Accounts payable-trade |
|
92,044 |
|
453,953 |
|
|
Short-term loans payable |
|
36,000 |
|
3,636,000 |
|
|
Current portion of long-term loans payable |
|
454,591 |
|
454,592 |
|
|
Accounts payable-other |
|
340,824 |
|
849,919 |
|
|
Income taxes payable |
|
94,085 |
|
220,497 |
|
|
Provision for bonuses |
|
165,456 |
|
141,765 |
|
|
Deferred tax liabilities |
|
6,164 |
|
|
|
|
Other |
|
258,610 |
|
438,892 |
|
|
Total current liabilities |
|
1,447,778 |
|
6,195,621 |
|
|
Noncurrent liabilities |
|
|
|
|
|
|
Long-term loans payable |
|
770,076 |
|
542,780 |
|
|
Deferred tax liabilities |
|
115,538 |
|
988,282 |
|
|
Liabilities for retirement benefits |
|
36,505 |
|
42,950 |
|
|
Asset retirement obligations |
|
43,762 |
|
44,007 |
|
|
Other |
|
7,232 |
|
17,676 |
|
|
Total noncurrent liabilities |
|
973,114 |
|
1,635,697 |
|
|
Total liabilities |
|
2,420,893 |
|
7,831,318 |
|
|
Net assets |
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
|
Capital stock |
|
1,688,433 |
|
1,688,433 |
|
|
Capital surplus |
|
1,475,893 |
|
1,475,893 |
|
|
Retained earnings |
|
1,420,973 |
|
1,172,748 |
|
|
Treasury stock |
|
(26 |
) |
(26 |
) |
|
Total shareholders equity |
|
4,585,274 |
|
4,337,049 |
|
|
Accumulated other comprehensive income |
|
|
|
|
|
|
Valuation difference on available-for-sale securities |
|
239,649 |
|
345,042 |
|
|
Foreign currency translation adjustment |
|
171,323 |
|
896,485 |
|
|
Total accumulated other comprehensive income |
|
410,972 |
|
434,691 |
|
|
Subscription rights to shares |
|
211,082 |
|
227,034 |
|
|
Non-controlling interests |
|
13,443 |
|
16,855 |
|
|
Total net assets |
|
5,220,772 |
|
5,015,630 |
|
|
Total liabilities and net assets |
|
7,641,666 |
|
12,846,948 |
|
(2) Quarterly consolidated statements of income and consolidated statements of comprehensive income
Consolidated statements of income for the six-month period ended September 30, 2015
(Thousands of yen)
|
|
|
For the six-month period |
|
For the six-month period |
|
|
Net sales |
|
2,887,813 |
|
4,421,092 |
|
|
Cost of sales |
|
1,322,471 |
|
2,426,971 |
|
|
Gross profit |
|
1,565,342 |
|
1,994,121 |
|
|
Selling, general and administrative expenses |
|
1,341,597 |
|
1,973,303 |
|
|
Operating income |
|
223,744 |
|
20,818 |
|
|
Non-operating income |
|
|
|
|
|
|
Interest income |
|
686 |
|
1,131 |
|
|
Dividend income |
|
9,000 |
|
11,250 |
|
|
Foreign exchange gains |
|
74,490 |
|
|
|
|
Other |
|
1,365 |
|
6,602 |
|
|
Total non-operating income |
|
85,542 |
|
18,984 |
|
|
Non-operating expenses |
|
|
|
|
|
|
Interest expenses |
|
3,784 |
|
7,533 |
|
|
Foreign exchange losses |
|
|
|
355 |
|
|
Stock issuance cost |
|
16,178 |
|
|
|
|
Syndicated loan fees |
|
9,185 |
|
4,240 |
|
|
Other |
|
3,926 |
|
6,478 |
|
|
Total non-operating expenses |
|
33,075 |
|
18,608 |
|
|
Ordinary income |
|
276,211 |
|
21,193 |
|
|
Income before income taxes and non-controlling interests |
|
276,211 |
|
21,193 |
|
|
Income taxes |
|
44,452 |
|
159,534 |
|
|
Net income (loss) |
|
231,759 |
|
(138,341 |
) |
|
Net (loss) income attributable to non-controlling interests |
|
(753 |
) |
3,411 |
|
|
Net income (loss) attributable to owners of the parent |
|
232,512 |
|
(141,752 |
) |
Consolidated statements of comprehensive income for the six-month period ended September 30, 2015
(Thousands of yen)
|
|
|
For the six-month period |
|
For the six-month period |
|
|
Net income (loss) |
|
231,759 |
|
(138,341 |
) |
|
Other comprehensive income |
|
|
|
|
|
|
Valuation difference on available-for-sale securities |
|
91,996 |
|
105,392 |
|
|
Foreign currency translation adjustment |
|
46,693 |
|
(81,674 |
) |
|
Total other comprehensive income (loss) |
|
138,689 |
|
23,718 |
|
|
Comprehensive income (loss) |
|
370,448 |
|
(114,622 |
) |
|
Comprehensive income attributable to: |
|
|
|
|
|
|
Comprehensive income (loss) attributable to owners of the parent |
|
371,201 |
|
(118,034 |
) |
|
Comprehensive (loss) income attributable to non-controlling interests |
|
(753 |
) |
3,411 |
|
(3) Consolidated statements of cash flows
(Thousands of yen)
|
|
|
Previous year |
|
Current year |
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
Income before income taxes and non-controlling interests |
|
276,211 |
|
21,193 |
|
|
Depreciation and amortization |
|
255,772 |
|
394,995 |
|
|
Amortization of goodwill |
|
801 |
|
25,615 |
|
|
Stock issuance cost |
|
16,178 |
|
|
|
|
Syndicated loan fees |
|
9,185 |
|
4,240 |
|
|
Increase in liabilities for retirement benefits |
|
9,047 |
|
7,529 |
|
|
Decrease in provision for bonuses |
|
(5,259 |
) |
(34,200 |
) |
|
(Decrease) increase in allowance for doubtful accounts |
|
(2,025 |
) |
1,788 |
|
|
Interest and dividends income |
|
(9,686 |
) |
(12,381 |
) |
|
Interest expenses |
|
3,784 |
|
7,533 |
|
|
Foreign exchange (gains) losses |
|
(69,340 |
) |
15,470 |
|
|
Increase in notes and accounts receivable-trade |
|
(191,392 |
) |
(209,446 |
) |
|
Increase in inventories |
|
(4,080 |
) |
(12,782 |
) |
|
Increase in accounts payable-trade |
|
70,150 |
|
243,549 |
|
|
Increase (decrease) in accounts payable-other |
|
91,443 |
|
360,714 |
|
|
Other, net |
|
35,342 |
|
(338,813 |
) |
|
Subtotal |
|
486,132 |
|
475,006 |
|
|
Interest and dividends income received |
|
9,686 |
|
12,381 |
|
|
Interest expenses paid |
|
(3,784 |
) |
(7,533 |
) |
|
Income taxes refunded or (paid) |
|
25,204 |
|
(367,675 |
) |
|
Net cash provided by operating activities |
|
517,238 |
|
112,179 |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
Payments into time deposits |
|
(904 |
) |
|
|
|
Purchase of property, plant and equipment |
|
(91,295 |
) |
(203,577 |
) |
|
Purchase of intangible assets |
|
(181,101 |
) |
(157,327 |
) |
|
Payments for guarantee deposits |
|
(3,949 |
) |
(12,382 |
) |
|
Proceeds from guarantee deposits |
|
181 |
|
1,476 |
|
|
Payments for acquisition of subsidiaries stock with changes in the scope of consolidation |
|
(891,575 |
) |
(3,351,511 |
) |
|
Other, net |
|
|
|
(4,656 |
) |
|
Net cash used in investing activities |
|
(1,168,645 |
) |
(3,727,978 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
Proceeds from short-term loans payable |
|
100,000 |
|
3,700,000 |
|
|
Repayment of short-term loans payable |
|
(64,000 |
) |
(100,000 |
) |
|
Repayment of long-term loans payable |
|
(137,299 |
) |
(227,295 |
) |
|
Repayment of finance lease obligations |
|
(1,246 |
) |
(1,268 |
) |
|
Proceeds from stock issuance |
|
1,155,600 |
|
|
|
|
Proceeds from issuance of subscription rights to shares |
|
1,570 |
|
|
|
|
Cash dividends paid |
|
|
|
(106,472 |
) |
|
Payments of stock issuance cost |
|
(5,334 |
) |
|
|
|
Payments of syndicated loan fees |
|
(4,000 |
) |
(1,000 |
) |
|
Other, net |
|
(1,032 |
) |
1,112 |
|
|
Net cash provided by financing activities |
|
1,044,255 |
|
3,265,075 |
|
|
Effect of exchange rate change on cash and cash equivalents |
|
22,960 |
|
(17,253 |
) |
|
Net increase in cash and cash equivalents |
|
415,808 |
|
(367,976 |
) |
|
Cash and cash equivalents at the beginning of the period |
|
1,378,443 |
|
2,718,259 |
|
|
Cash and cash equivalents at the end of the period |
|
1,794,252 |
|
2,350,283 |
|
(4) Going-concern assumptions
Not applicable.
(5) Segment information
I. Six-month period of the previous year (from April 1, 2014 to September 30, 2014)
1) Information relating to net sales and profits or losses for each reportable segment
(Thousands of yen)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
reported in the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
quarterly |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidated |
|
|
|
|
Reportable segment |
|
|
|
statements of |
| ||||||
|
|
|
Japan |
|
USA |
|
Others |
|
Total |
|
Adjustments *(1) |
|
income *(2) |
|
|
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External sales |
|
1,765,736 |
|
964,419 |
|
157,657 |
|
2,887,813 |
|
|
|
2,887,813 |
|
|
Intersegment sales and transfers |
|
309,750 |
|
37,065 |
|
43,134 |
|
389,951 |
|
(389,951 |
) |
|
|
|
Total |
|
2,075,487 |
|
1,001,485 |
|
200,792 |
|
3,277,764 |
|
(389,951 |
) |
2,887,813 |
|
|
Segment profits (losses) |
|
266,356 |
|
12,019 |
|
(54,631 |
) |
223,744 |
|
|
|
223,744 |
|
|
Notes: |
(1) |
The adjustment to intersegment sales and transfers refers to intersegment transaction eliminations. |
|
|
|
(2) |
Total segment profits (losses) equal to operating income reported in the quarterly consolidated statements of income. |
|
2) Information relating to assets for each reportable segment
The USA segment acquired shares of TechLaw Solutions, Inc., which was newly included in the scope of consolidation. This acquisition increased the assets of the USA segment by 1,137,856 thousand yen as of September 30, 2014, compared with the end of the previous fiscal year.
3) Information relating to impairment loss on property, plant and equipment or goodwill for each reportable segment
(Significant changes in goodwill)
The USA segment acquired shares of TechLaw Solutions, Inc. as a consolidated subsidiary in the six-month period ended September 30, 2014. This acquisition increased goodwill by 147,045 thousand yen as of September 30, 2014, from the end of the previous period.
4) Matters relating to changes in reportable segments
(Early application of the Accounting Standard for Business Combinations)
The Accounting Standard for Business Combinations, the Accounting Standard for Consolidation and the Accounting Standard for Business Divestitures have become effective starting from the beginning of the consolidated fiscal year commencing on or after April 1, 2014. Accordingly, the Group applied these accounting standards (except for a provision in paragraph 39 of the Accounting Standard for Consolidation), and changed its accounting policy to recognize the acquisition-related costs as an expense in the consolidated fiscal year incurred from the three-month period ended June 30, 2014.
As a result, segment profits decreased by 87,803 thousand yen in the Japan segment and increased by 503 thousand yen in the USA segment compared with segment profits under the previous accounting policy.
II. Six-month period of the current year (from April 1, 2015 to September 30, 2015)
1) Information relating to net sales and profits or losses for each reportable segment
(Thousands of yen)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
reported in the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
quarterly |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidated |
|
|
|
|
Reportable segment |
|
|
|
statements of |
| ||||||
|
|
|
Japan |
|
USA |
|
Others |
|
Total |
|
Adjustments *(1) |
|
income *(2) |
|
|
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External sales |
|
1,863,208 |
|
2,327,480 |
|
230,403 |
|
4,421,092 |
|
|
|
4,421,092 |
|
|
Intersegment sales and transfers |
|
310,131 |
|
68,683 |
|
70,390 |
|
449,205 |
|
(449,205 |
) |
|
|
|
Total |
|
2,173,340 |
|
2,396,163 |
|
300,794 |
|
4,870,298 |
|
(449,205 |
) |
4,421,092 |
|
|
Segment profits (losses) |
|
(151,284 |
) |
173,654 |
|
(1,551 |
) |
20,818 |
|
|
|
20,818 |
|
|
Notes: |
(1) |
The adjustment to intersegment sales and transfers refers to intersegment transaction eliminations. |
|
|
|
(2) |
Total segment profits (losses) equal to operating income reported in the quarterly consolidated statements of income. |
|
2) Information relating to assets for each reportable segment
The USA segment acquired shares of EvD, Inc., which was newly included in the scope of consolidation. This acquisition increased the assets of the USA segment by 5,793,059 thousand yen as of September 30, 2015, compared with the end of the previous fiscal year.
3) Information relating to impairment loss on property, plant and equipment or goodwill for each reportable segment
(Significant changes in goodwill)
The USA segment acquired shares of EvD, Inc. as a consolidated subsidiary in the six-month period ended September 30, 2015. This acquisition increased goodwill by 1,636,678 thousand yen as of September 30, 2015, from the end of the previous period.
Note that the balance of goodwill is tentatively calculated because the allocation of acquisition costs has not been completed.
4) Matters relating to changes in reportable segments
Not applicable.
(6) Significant changes in shareholders equity
Not applicable.
(7) Significant subsequent events
Not applicable.
***
This report is solely a translation of Kessan Tanshin, including attachments, stated in Japanese prepared in accordance with the generally accepted accounting principles in Japan. The English translation is for reference purposes only and the original Japanese version will prevail as the official authoritative version.
Exhibit 99.3
UBIC Announces Revisions to Financial Results Forecast for Fiscal Year ending March 31, 2016
NEW YORK, November [13], 2015 (GLOBE NEWSWIRE) UBIC, Inc. (Nasdaq: UBIC) (TSE: 2158) (UBIC or the Company), a leading provider of artificial intelligence (AI)-based big data analysis services, announced today revisions to its forecast, announced on May 13, 2015, of financial results for the year ending March 31, 2016 based on recent changes in business results. Accordingly, UBIC makes the following announcement.
Revision of the Financial Results Forecast
Revision of the consolidated financial results forecast for the year ending March 31, 2016 (from April 1, 2015 to March 31, 2016)
|
|
|
Yen (millions) |
|
Yen |
| ||||||
|
|
|
Net sales |
|
Operating |
|
Ordinary |
|
Net income/loss |
|
Net Income |
|
|
Forecast announced on May 13, 2015 (A) |
|
8,000 |
|
600 |
|
500 |
|
350 |
|
10.01 |
|
|
Revised forecast (B) |
|
10,300 |
|
600 |
|
500 |
|
30 |
|
0.85 |
|
|
Change (B) (A) |
|
2,300 |
|
0 |
|
0 |
|
-320 |
|
|
|
|
Change as percentage |
|
28.8 |
% |
0 |
% |
0 |
% |
-91.4 |
% |
|
|
|
Actual results for the previous year ended March 31, 2015 |
|
6,274 |
|
266 |
|
434 |
|
260 |
|
7.45 |
|
Revision of the non-consolidated financial results forecast for the year ending March 31, 2016 (from April 1, 2015 to March 31, 2016)
|
|
|
Yen (millions) |
|
Yen |
| ||||
|
|
|
Net sales |
|
Ordinary income/loss |
|
Net income/loss |
|
Net Income per Share |
|
|
Forecast announced on May 13, 2015 (A) |
|
4,100 |
|
100 |
|
70 |
|
2.00 |
|
|
Revised forecast (B) |
|
4,600 |
|
270 |
|
140 |
|
3.94 |
|
|
Change (B) (A) |
|
500 |
|
170 |
|
70 |
|
|
|
|
Change as percentage |
|
12.2 |
% |
170 |
% |
100 |
% |
|
|
|
Actual results for the previous year ended March 31, 2015 |
|
3,718 |
|
434 |
|
316 |
|
9.07 |
|
Reason for Revision
The Companys consolidated financial forecast for the year ending March 31, 2106 has been revised due to the impact of the acquisition of EvD, Inc., which was announced on July 31, 2015 in the Companys press release entitled, UBIC Announces the Establishment of a Subsidiary. The Company believes and expects that its acquisition of EvD, Inc. will strengthen its pipeline, resulting in an increase in net sales and improved profitability, but those benefits are expected to be partially offset by an increase in operating expense for acquisition-related costs and goodwill amortization, as well as by unfavorable business performance of the Companys other U.S. subsidiaries. As a result, operating income and ordinary income are expected to remain unchanged from the previous forecast. Net income is expected to fall below the forecast announced on May 13, 2015 due to the net income losses of the Companys other subsidiaries in the U.S.
UBIC is moving to establish more efficient business operations and to improve its profit structure in the U.S. with a view to consolidation of EvD, Inc. and other subsidiaries in the U.S.
The Companys revised non-consolidated financial forecast is expected to exceed the forecast announced on May 13, 2015 in net sales, ordinary income, net income and net income per share.
About UBIC, Inc.
UBIC, Inc. (Nasdaq: UBIC) (TSE: 2158) supports the analysis of big data based on behavior informatics by utilizing its technology, VIRTUAL DATA SCIENTIST or VDS. UBICs VDS technology is driven by UBIC AI based on knowledge acquired through its litigation support services. The VDS incorporates experts tacit knowledge, including their experiences and intuitions, and utilizes that knowledge for big data analysis. UBIC continues to expand its business operations by applying VDS to new fields such as healthcare and marketing.
UBIC was founded in 2003 as a provider of e-discovery and international litigation support services. These services include the preservation, investigation and analysis of evidence materials contained in electronic data, and computer forensic investigation. UBIC provides e-discovery and litigation support by making full use of its data analysis platform, Lit i View®, and its Predictive Coding technology adapted to Asian languages.
For more information about UBIC, contact [email protected] or visit http://www.ubic-global.com.
Safe Harbor Statement
This announcement contains forward-looking statements. These forward-looking statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates and similar statements. Among other things, the amount of data that UBIC expects to manage this year and the potential uses for UBICs new service in intellectual property-related litigation, contain forward-looking statements. UBIC may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about UBICs beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: UBICs goals and strategies; UBICs expansion plans; the expected growth of the data center services market; expectations regarding demand for, and market acceptance of, UBICs services; UBICs expectations regarding
keeping and strengthening its relationships with customers; UBICs plans to invest in research and development to enhance its solution and service offerings; and general economic and business conditions in the regions where UBIC provides solutions and services. Further information regarding these and other risks is included in UBICs reports filed with, or furnished to the Securities and Exchange Commission. UBIC does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release and in the attachments is as of the date of this press release, and UBIC undertakes no duty to update such information, except as required under applicable law.
CONTACT: Investor Relations Contact:
UBIC, Inc. (North America)
Tel: +1 646-308-1561
Email: [email protected]
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