Form 6-K UBIC, INC. For: Nov 13

November 13, 2015 8:30 AM EST

 

 

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 registrant’s 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:

 

Exhibit 99.1

 

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.

 

 

 

Exhibit 99.2

 

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.

 

 

 

Exhibit 99.3

 

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.

 

2



 

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.

 

 

 

UBIC, INC.

 

 

 

 

 

By:

/s/ MASAHIRO MORIMOTO

 

 

Masahiro Morimoto

 

 

Chief Executive Officer and Chairman of the Board

 

 

 

Date: November 13, 2015

 

 

 

3


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 UBIC’s 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 Company’s 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 UBIC’s 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 Company’s common stock.

 

BALANCE SHEET: As of September 30, 2015, the Company’s 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 Company’s 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 UBIC’s 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 Company’s 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 UBIC’s 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 UBIC’s 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: UBIC’s goals and strategies; UBIC’s expansion plans; the expected growth of the data center services market; expectations regarding demand for, and market acceptance of, UBIC’s services; UBIC’s expectations regarding keeping and strengthening its relationships with customers; UBIC’s 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 UBIC’s 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

 

Company name:

UBIC, Inc.

Stock exchange listing:

Tokyo Stock Exchange

Stock code:

2158

URL:

http://www.ubic.co.jp/

Representative:

Masahiro Morimoto, Chief Executive Officer and Chairman of the Board

Contact:

Yaguchi Masami, Chief Financial Officer and Chief Administrative Officer

Tel.:

+81-3-5463-6344

Scheduled date of filing Quarterly Financial Report:

November 13, 2015

Scheduled date of commencement of dividend payment:

Supplementary materials for the quarterly financial results:

None

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)

 

Six-month period 

 

Net sales

 

Operating income

 

Ordinary income

 

Net income attributable to
owners of the parent

 

ended

 

Millions of yen

 

%

 

Millions of yen

 

%

 

Millions of yen

 

%

 

Millions of yen

 

%

 

September 30, 2015

 

4,421

 

53.1

 

20

 

(90.7

)

21

 

(92.3

)

(141

)

 

September 30, 2014

 

2,887

 

37.8

 

223

 

 

276

 

 

232

 

 

 

Note:   Comprehensive income

Six-month period ended September 30, 2015..... ¥(114) million [–%]

Six-month period ended September 30, 2014..... ¥370 million [%]

 

Six-month period 

 

Net income per share
(basic)

 

Net income per share
(diluted)

 

ended

 

Yen

 

Yen

 

September 30, 2015

 

(3.99

)

 

September 30, 2014

 

6.74

 

6.59

 

 

(2)     Consolidated financial position

 

 

 

Total assets

 

Net assets

 

Equity ratio

 

As of

 

Millions of yen

 

Millions of yen

 

%

 

September 30, 2015 March 31, 2015

 

12,846 7,641

 

5,015 5,220

 

37.1 65.4

 

 

Reference: Equity

 

As of September 30, 2015

¥4,771 million

 

As of March 31, 2015

¥4,996 million

 



 

2.   Dividends

 

 

 

Dividend per share

 

 

 

End of the three-month period

 

End of the
six-month period

 

End of the
nine-month period

 

End of
the year

 

Total

 

 

 

Yen

 

Yen

 

Yen

 

Yen

 

Yen

 

Year ended March 31, 2015

 

 

0.00

 

 

3.00

 

3.00

 

Year ending March 31, 2016

 

 

0.00

 

 

 

 

 

 

 

Year ending March 31, 2016 (Forecast)

 

 

 

 

 

 

3.00

 

3.00

 

 

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)

 

 

 

Net sales

 

Operating income

 

Ordinary income

 

Net income attributable to
owners of the parent

 

Net income
per share

 

For the year
ending

 

Millions
of yen

 

%

 

Millions
of yen

 

%

 

Millions
of yen

 

%

 

Millions
of yen

 

%

 

Yen

 

March 31, 2016

 

10,300

 

64.2

 

600

 

125.5

 

500

 

15.2

 

30

 

(88.5

)

0.85

 

 

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

1)

Changes in accounting policies associated with the revision of accounting standards

: None

2)

Changes in accounting policies other than the above

: None

3)

Changes in accounting estimates

: None

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 Group’s 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

 

1.

Qualitative Information on Financial Results for the Six-Month Period Ended September 30, 2015

2

 

 

 

 

(1)

Qualitative information regarding the consolidated operating results

2

 

(2)

Qualitative information regarding the consolidated financial position

2

 

(3)

Qualitative information regarding the forecast for the consolidated financial results

3

 

 

 

 

2.

Matters Relating to Summary Information (Notes)

4

 

 

 

 

 

(1)

Changes in important subsidiaries during the six-month period ended September 30, 2015

4

 

(2)

Application of specific accounting treatments for the preparation of the quarterly consolidated financial statements

4

 

(3)

Changes in accounting policies, changes in accounting estimates and restatements

4

 

(4)

Supplementary information

4

 

 

 

 

3.

Quarterly Consolidated Financial Statements

5

 

 

 

 

(1)

Quarterly consolidated balance sheets

5

 

(2)

Quarterly consolidated statements of income and consolidated statements of comprehensive income

7

 

(3)

Consolidated statements of cash flows

9

 

(4)

Going-concern assumptions

10

 

(5)

Segment information

10

 

(6)

Significant changes in shareholders’ equity

11

 

(7)

Significant subsequent events

11

 

1



 

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 Group’s 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 Group’s email auditing tool “Lit i View EMAIL AUDITOR,” equipped with the Group’s 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

 

2



 

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.

 

3



 

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.

 

4



 

3.        Quarterly Consolidated Financial Statements

 

(1)     Quarterly consolidated balance sheets

 

(Thousands of yen)

 

 

 

As of March 31, 2015

 

As of September 30, 2015

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and deposits

 

2,726,397

 

2,353,125

 

Notes and accounts receivable-trade

 

1,569,511

 

2,914,925

 

Merchandise

 

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

 

 

5



 

(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

 

 

6



 

(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
ended September 30, 2014

 

For the six-month period
ended September 30, 2015

 

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

)

 

7



 

Consolidated statements of comprehensive income for the six-month period ended September 30, 2015

 

(Thousands of yen)

 

 

 

For the six-month period
ended September 30, 2014

 

For the six-month period
ended September 30, 2015

 

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

 

 

8



 

(3)     Consolidated statements of cash flows

 

(Thousands of yen)

 

 

 

Previous year
(from April 1, 2014,
to September 30, 2014)

 

Current year
(from April 1, 2015,
to September 30, 2015)

 

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

 

 

9



 

(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.

 

10



 

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.

 

11


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
income/loss

 

Ordinary
income/loss

 

Net income/loss

 

Net Income
per Share

 

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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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. UBIC’s 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 UBIC’s 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 UBIC’s 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: UBIC’s goals and strategies; UBIC’s expansion plans; the expected growth of the data center services market; expectations regarding demand for, and market acceptance of, UBIC’s services; UBIC’s expectations regarding

 



 

keeping and strengthening its relationships with customers; UBIC’s 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 UBIC’s 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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