<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-23239
UBICS, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 34-1744587
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 SAINTE CLAIRE PLAZA, 1121 BOYCE ROAD, PITTSBURGH, PENNSYLVANIA 15241
(Address of Principal Executive Offices) (Zip Code)
(724) 941-1800
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ x ] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock as of the latest practicable date:
Class Outstanding at May 12, 1998
----- ---------------------------
Common Stock, $.01 par value 6,500,000
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UBICS, INC.
Form 10-Q
TABLE OF CONTENTS
PART I - - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of December 31, 1997 and March 31, 1998
Statements of Operations for the three months ended March 31, 1997 and
1998
Statements of Cash Flows for the three months ended March 31, 1997 and
1998
Notes to Unaudited Financial Statements
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
PART II - - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
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UBICS, INC.
BALANCE SHEETS
(Dollars in thousands except per share amounts)
December 31, March 31,
1997 1998
-----------------------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 12,790 $ 13,584
Accounts receivable, net of allowance for
doubtful accounts of $185
and $215, respectively 2,777 2,377
Unbilled receivables 1,966 2,298
Employee advances 170 142
Prepaids and other 169 353
Due from affiliates, net 33 94
Deferred tax asset 101 101
-------- --------
Total current assets 18,006 18,949
-------- --------
Property and equipment:
Motor car -- 72
Computer equipment 110 173
Furniture and fixtures 45 58
Office and other equipment 4 16
-------- --------
Total property and equipment 159 319
Accumulated depreciation (33) (44)
-------- --------
Net property and equipment 126 275
-------- --------
Total assets $ 18,132 $ 19,224
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Credit facility borrowings -- --
Accounts payable 923 1,192
Payroll liabilities 1,060 1,322
Due to affiliates, net -- --
Accrued taxes 556 535
Other current liabilities 309 250
-------- --------
Total current liabilities 2,848 3,299
Long-term liabilities -- --
-------- --------
Total liabilities 2,848 3,299
-------- --------
Stockholders' equity:
Preferred stock, $.01 par value, 2,000,000
shares authorized, no shares issued and
outstanding -- --
Common stock, $.01 par value, 20,000,000
shares authorized, 6,500,000 shares
issued and outstanding 65 65
Additional paid-in capital 13,160 13,160
Retained earnings 2,059 2,700
-------- --------
Total stockholders' equity 15,284 15,925
-------- --------
Total liabilities and stockholders' equity $ 18,132 $ 19,224
======== ========
The accompanying notes are an integral part of these financial statements
3
<PAGE> 4
UBICS, INC.
STATEMENTS OF OPERATIONS
(Dollars in thousands except per share amounts)
Three Months
Ended March 31,
-------------------------------
1997 1998
(unaudited) (unaudited)
-------------------------------
Revenues $ 3,633 $ 6,215
Cost of revenues 2,583 4,150
----------- ----------
Gross profit 1,050 2,065
Selling, general and
administrative expense 766 1,149
----------- ----------
Income from operations 284 916
Interest income (expense), net (10) 165
----------- ----------
Income before income taxes 274 1,081
Provision for income taxes 111 440
----------- ----------
Net income $ 163 $ 641
=========== ==========
Basic and diluted earnings per share $ 0.03 $ 0.10
=========== ==========
Weighted average shares outstanding 5,000,000 6,646,743
The accompanying notes are an integral part of these financial statements
4
<PAGE> 5
UBICS, INC.
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Three Months
Ended March 31,
---------------------------
1997 1998
(Unaudited) (Unaudited)
---------------------------
Cash flows from operating activities:
Net income $ 164 $ 641
Adjustments to reconcile net
income to net cash provided by
operating activities--
Depreciation 3 11
Changes in operating assets and
liabilities--
Accounts receivable, net (225) 400
Unbilled receivables (420) (332)
Employee advances (33) 28
Due from principal
stockholder (166) --
Due to affiliates, net (150) (61)
Deferred tax asset -- --
Prepaids and other 2 (184)
Accounts payable 327 269
Payroll liabilities 58 262
Accrued taxes and other
current liabilities 315 (80)
----- --------
Net cash (used) provided by
operating activities (125) 954
----- --------
Cash flows from investing activities:
Purchases of property and
Equipment (16) (160)
----- --------
Net cash used by investing
activities (16) (160)
----- --------
Cash flows from financing activities:
Net borrowings (payments under
credit facility 200 --
----- --------
Net proceeds from issuance of
common stock -- --
----- --------
Net cash provided by financing
activities 200 --
----- --------
Net increase (decrease) in cash
and cash equivalents 59 794
Cash and cash equivalents, at
beginning of period 94 12,790
----- --------
Cash and cash equivalents, at
end of year $ 153 $ 13,584
===== ========
Supplemental data:
Cash payments for interest $ 10 $ --
Cash payments for income taxes $ -- $ 505
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
UBICS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(Dollars in thousands except per share amounts)
1. BASIS OF PRESENTATION
The financial statements of UBICS, Inc. ("UBICS" or "the Company") presented
herein are unaudited. Certain information and footnote disclosures normally
prepared in accordance with generally accepted accounting principles have been
either condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. Although the Company believes that all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair presentation have been made, interim periods are not necessarily indicative
of the financial results of operations for a full year. As such, these financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for its fiscal year
ended December 31, 1997 filed on March 31, 1998.
2. OPERATIONS:
UBICS, a Delaware corporation, provides information technology professional
services to large and mid-sized organizations. The Company provides its clients
with a wide range of professional services in such areas as client/server design
and development, enterprise resource planning package implementation and
customization, applications maintenance programming and database and systems
administration.
3. REVOLVING CREDIT FACILITY:
The Company has available borrowings under a revolving credit facility with
PNC Bank, National Association ("PNC"). Borrowings under this arrangement are
limited to $1,000, bear interest at prime (8.50% at December 31, 1997 and March
31, 1998) as defined plus 0.5% and are payable upon demand. The revolving credit
facility is secured by the assets of the Company and personally guaranteed by
the Company's chairman.
Borrowings of $0 and $0 were outstanding as of December 31, 1997 and March
31, 1998, respectively.
4. RELATED PARTY TRANSACTIONS:
As of December 31, 1997 and March 31, 1998, the Company had a net receivable
from the UB Group, including UB Information and Consultancy Services Ltd. ("UB
Services"), totaling $33 and $94, respectively, resulting from expenses incurred
by the Company on behalf of the UB Group.
5. EARNINGS PER SHARE:
Under Financial Accounting Standards Board Statement on Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share," earnings per share are
classified as basic earnings per share and diluted earnings per share. Basic
earnings per share included only the weighted average common shares outstanding.
Diluted earnings per share included the weighted average common shares
outstanding and any dilutive common stock equivalent shares in the calculation.
All prior periods have been restated to reflect the Company's adoption of SFAS
No. 128. Treasury shares are treated as retired for earnings per share purposes.
The following table reflects the calculation of earnings per share under
SFAS No. 128:
6
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QUARTER ENDED MARCH 31 1997 1998
(Dollars in thousands, except per share data)
BASIC EARNINGS PER SHARE
Net income $163 $641
DIVIDED BY:
Weighted average common shares 5,000,000 6,500,000
Basic Earnings per share 0.03 0.10
----------- -----------
DILUTED EARNINGS PER SHARE:
Net income 163 641
DIVIDED BY:
Weighted average common shares 5,000,000 6,500,000
Dilutive effect of options -- 146,743
----------- -----------
Dilutive average common shares 5,000,000 6,646,743
Diluted earnings per share $0.03 $0.10
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following discussion should be read in conjunction with, and is
qualified in its entirety by, the financial statements and notes thereto
included in Item 1 of this report.
The following Management's Discussion and Analysis of Results of
Operations and Financial Condition contains certain forward looking statements
that involve substantial risks and uncertainties. When used in this section, the
words "anticipate," "believe," "estimate," "expect" and similar expressions as
they relate to the Company or its management are intended to identify such
forward looking statements. The Company's actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, these forward looking statements.
OVERVIEW
UBICS, Inc. ("UBICS" or the "Company"), founded in 1993, provides IT
professional services to large and mid-sized organizations. UBICS provides its
clients with a wide range of professional services in such areas as
client/server design and development, ERP package implementation and
customization, applications maintenance programming and database and systems
administration. UBICS' services are provided on a time-and-materials basis to
client-managed projects, with UBICS IT professionals providing integral support
as project team members. The Company currently has offices in the Pittsburgh,
Pennsylvania and San Francisco, California areas. UBICS is an affiliate of the
UB Group, a multinational group of companies headquartered in India (the "UB
Group").
The Company's revenues are based on the hourly billing of its IT
professionals. Revenue is recognized as services are provided. The Company has
increased the average billing rates of its IT professionals as the demand for
skilled and experienced professionals has expanded, in particular for IT
professionals placed on ERP package implementation and customization projects.
As of March 31, 1998, 40 IT professionals, or over one-fifth of the Company's
deployed IT professionals, were placed on such projects.
UBICS effectively minimizes the number of days IT professionals are not
assigned to projects by proactively marketing these professionals to clients.
Resource managers closely monitor the availability of IT professionals and
utilize subcontractors when UBICS IT professionals are unavailable. The Company
maintains strong relationships with nearly 50 subcontractors located worldwide.
Approximately 38% of the Company's revenues were derived from IT professionals
deployed from subcontractors for the three months ended March 31, 1998. As of
March 31, 1998, IT professionals deployed from subcontractors comprised 79 of
the Company's 195 deployed IT professionals. The Company believes that its
network of subcontractors enables it to maintain closer relationships with
clients by fulfilling more of their needs for IT professional services.
Management believes that as the Company increases its investment in recruiting
and retaining qualified IT professionals, the ratio of UBICS IT professionals to
subcontractor IT professionals will increase.
Since inception the Company has developed relationships with 205
clients in a range of industries and currently has IT professionals deployed at
over 90 of these clients. Although the Company's five largest clients accounted
for approximately 26% of revenues for the first three months of 1998, this
revenue concentration has been declining since the Company's inception. The
Company believes that the continuing growth in its client base will further
reduce the percentage of revenue attributable to its largest clients. The
Company's strategy is to continue to provide services to clients across the U.S.
in a range of industries, in order to reduce credit risk from conditions or
occurrences within any specific industry or region in which these clients
operate.
8
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RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, selected
statements of operations data as a percentage of revenues:
PERCENTAGE OF REVENUES
----------------------
THREE MONTHS
ENDED MARCH 31,
---------------
1997 1998
---------- --------
Revenues............................. 100.0% 100.0%
Cost of revenues..................... 71.1 66.8
----- -----
Gross profit......................... 28.9 33.2
Selling, general and
administrative expense............ 21.1 18.5
----- -----
Income from operations............... 7.8 14.7
-----
Interest income (expense), net....... (0.3) 2.7
----- -----
Income before income taxes........... 7.5 17.4
-----
Provision for income taxes........... 3.1 7.1
----- -----
Net income........................... 4.4% 10.3%
===== =====
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997.
Revenues
Revenues for the quarter ended March 31, 1998 were $6.2 million,
compared to $3.6 million for the quarter ended March 31, 1997, an increase of
$2.6 million, or 71%. Approximately 90% of the increase in revenues was due to
an increase in the number of IT professionals deployed to provide services to
new and existing clients and approximately 10% of the increase in revenues was
due to higher average hourly billing rates resulting from a shift toward higher
value-added services including ERP-related services as well as increased demand
for IT professionals.
Gross Profit
Gross profit for the first quarter of 1998 was $2.1 million, compared
to $1.1 million for the first quarter of 1997, an increase of $1.0 million, or
97%. Gross profit as a percentage of revenues increased to 33.2% for the first
quarter of 1998, compared to 28.9% for the first quarter of 1997. The increase
in gross profit as a percentage of revenues resulted primarily from a higher
number of IT professionals deployed in client engagements involving higher
value-added services, including ERP package implementation and customization
services and an increase in the ratio of UBICS IT professional to subcontractor
professionals deployed by UBICS.
Selling, General and Administrative Expense
Selling, general and administrative expense for the quarter ended March
31, 1998 was $1.1 million, compared to $766,000 for the same quarter of 1997, an
increase of $383,000, or 50%. Selling, general and administrative expense as a
percentage of revenues decreased to 18.5% for the first quarter of 1998 from
21.1% for the first quarter of 1997. The increase in expense was primarily due
to increases in salaries, commissions and other personnel costs to support the
Company's growth. The decrease as a percentage of revenues was
9
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primarily due to the Company's ability to support its revenue growth without a
proportionate increase in management or marketing personnel and associated
costs.
Interest Income (Expense) Net
Interest income for the first quarter of 1998 was $165,000, compared to
interest expense of $10,000 for the first three months of 1997. The increase
resulted from interest income from the investment of the net proceeds of the
Company's initial public offering which was completed in November 1997 and the
absence of borrowings under the Line of Credit (defined below) during the first
quarter of 1998.
Provision for Income Taxes
The Company's effective tax rate was 40.7% for the quarter ended March
31, 1998 compared to 40.5% for the quarter ended March 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
In November 1997, the Company generated net proceeds of approximately
$13.2 million from its underwritten initial public offering of 1,500,000 shares
of Common Stock (the "Offering"). Since that time the Company has used
approximately $775,000 of the net proceeds of the Offering to repay its
outstanding indebtedness under a $1,000,000 Committed Line of Credit from PNC
Bank, National Association (the "Line of Credit"). The Company also has used a
portion of the net proceeds of the Offering for general corporate purposes and
intends to use a portion of such net proceeds for the capital expenditures
described below.
The Company's principal uses of cash have been to fund receivables and
other working capital, reflecting the Company's growth. Prior to completion of
the Offering, the Company has financed its working capital requirements through
internally generated funds, borrowings under the Line of Credit and loans and
advances from certain UB Group affiliates. Amounts outstanding under the Line of
Credit bear interest at a variable annual rate equal to 0.5% in excess of PNC's
prime rate. As of March 31, 1998 the Company had no outstanding borrowings under
the Line of Credit. As of March 31, 1998, the annual interest rate under the
Line of Credit was 9.0%. The indebtedness under the Line of Credit was incurred
by the Company for working capital and other corporate purposes. Net cash
provided by operating activities was $954,000 for the first three months of 1998
compared to net cash used by operating activities $125,000 for the same period
in 1997.
Capital expenditures for the first three months of 1998 and 1997 were
$160,000 and $16,000, respectively. The Company intends to use approximately
$3.5 million of the net proceeds of the Offering to expand its existing
operations, including approximately $3.2 million for the establishment of a
recruiting and training center in India by the fall of 1998 (including the
purchase of hardware and software with respect thereto) and approximately
$300,000 for the establishment of four offshore recruiting offices over the next
two years. Except as set forth above, the Company currently has no material
commitments for capital expenditures.
The Company currently anticipates that the proceeds from the Offering,
together with the existing sources of liquidity and cash generated from
operations, will be sufficient to satisfy its cash needs at least through the
next 24 months.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
(SFAS No. 130), the objective of which is to report and disclose a measure
("comprehensive income") of all changes in equity of a company that result from
10
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transactions and other economic events of the period other than transactions
with owners. SFAS No. 130 is effective for financial statements issued for
periods beginning after December 15, 1997. The Company has adopted SFAS No. 130
beginning with its 1998 fiscal year.
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, "Disclosure About Segments of an
Enterprise and Related Information" (SFAS No. 131), which requires the use of
the "management approach" model for segment reporting. The management approach
model is based on the way a company's management organizes segments within the
company for making operating decisions and assessing performance. Reportable
segments are based on products and services, geography, legal structure,
management structure or any other manner in which management segregates a
company. SFAS No. 131 is effective for financial statements issued for periods
beginning after December 15, 1997. The Company will adopt SFAS No. 131 at the
end of its 1998 fiscal year.
OTHER MATTERS
The "Year 2000" issue concerns the potential exposures related to the
automated generation of business and financial misinformation resulting from the
use of computer programs which have been written using two digits, rather than
four, to define, the applicable year of business transactions. The Company has
evaluated, and is continuing to evaluate, the potential cost associated with
becoming Year 2000 compliant. The Company believes that its principal staffing
and financial systems, which are licensed from and maintained by third party
software development companies are Year 2000 compliant. The Company is currently
in the process of selecting additional staffing and financial systems which
management expects to be Year 2000 compliant. Management does not anticipate
that the remaining costs associated with assuring that its internal systems will
be Year 2000 compliant will be material to its business, operations or financial
condition.
11
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PART II -- OTHER INFORMATION
Item 1. Legal Proceedings -- Not Applicable
Item 2. Changes in Securities and Use of Proceeds -- Not applicable
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The following information relates to the Company's use of the
net proceeds of the Company's initial public offering (the "Offering"):
On October 27, 1997, the Company's registration statement on
Form S-1, No. 333-35171, became effective. The Company sold a total of
1,500,000 shares of common stock, par value $.01 per share at a price
per share of $10.00 pursuant to the Offering. The Offering, which was
managed by Parker/Hunter Incorporated, as lead underwriter, and Scott &
Stringfellow, Inc., as co-manager, closed on November 4, 1997.
The following table summarizes the expenses incurred for the
Company's account in connection with the Offering:
Underwriting discounts $1,050,000
Finder's fees --
Expenses paid to or for underwriters --
Other expenses 775,000
----------
TOTAL $1,825,000
The following table summarizes the amount of net offering
proceeds to the Company ($13,175,000) used for the purposes
listed below:
Construction of plant, building $0
and facilities
Purchase and installation of machinery 0
and equipment
Acquisition of other business(es) 0
Repayment of indebtedness 775,000
Working capital 550,000
Temporary investments* 11,850,000
Other Purposes 0
-----------
Total $13,175,000
- ----------
*Such amount is currently invested in a nine-month ready access certificate of
deposit with PNC Bank.
12
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Item 3. Defaults Upon Senior Securities -- Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders -- Not Applicable
Item 5. Other Information -- Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10.1 UBICS, Inc. 1997 Stock Option Plan(1)
10.2 Noncompetition Agreement dated October 27, 1997 among the
Company, Vijay Mallya and UB Information Consultancy Services
Ltd.(2)
10.3 Employment Agreement between the Registrant and Vijay Mallya(2)
10.4 Employment Agreement between the Registrant and Manohar B.
Hira(2)
10.5 Employment Agreement between the Registrant and O'Neil
Nalavadi(2)
10.6 Employment Agreement between the Registrant and Babu Srinivas(2)
10.7 Lease Agreement dated July 2, 1997 between the Company and BR
Associates(1)
10.8 Lease dated May 28, 1996 between the Company and Marin Executive
Park, as amended(1)
10.9 Services Agreement dated October 27, 1997 among the Company,
Vijay Mallya and United Breweries Limited(2)
10.10 Letter Agreement dated July 26, 1996 between PNC Bank, National
Association and the Registrant, and Amendment to Note and
Letter Agreement dated November 1, 1996, Second Amendment to
Note and Letter Agreement dated April 1, 1997, Third Amendment
to Note and Letter Agreement dated August 29, 1997 and Fourth
Amendment to Note and Letter Agreement dated September 5,
1997(1)
10.11 Form of Director Indemnification Agreement(2)
10.12 Form of Sublease and Consent among the Company, Marin Executive
Park and United Breweries of America, Inc.(2)
10.13 Noncompetition Agreement dated October 27, 1997 among the
Company, Vijay Mallya and United Breweries Limited(2)
10.14 Noncompetition Agreement dated October 27, 1997 among the
Company, Vijay Mallya and UB International Limited(2)
10.15 Services Agreement dated October 27, 1997 among the Company,
Vijay Mallya and UB International Limited(2)
27 Financial Data Schedule
- ----------
(1) Incorporated by reference to the registrant's Registration Statement on Form
S-1, No. 333-35171, filed September 8, 1997.
(2) Incorporated by reference to Post-Effective Amendment No. 1 to the
registrant's Registration Statement on Form S-1, No. 333-35171, filed October
29, 1997.
13
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(b) Reports on Form 8-K:
No reports on Form 8-K were filed for the three months ended March 31,
1998.
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
UBICS, Inc.
(Registrant)
Date: May 14, 1998
By: /s/ MANOHAR B. HIRA
----------------------
Manohar B. Hira
President
By: /s/ O'NEIL NALAVADI
----------------------
O'Neil Nalavadi
Senior Vice President and Chief
Financial Officer
15
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EXHIBIT INDEX
<TABLE>
<CAPTION>
No. Description Page
- --- ----------- ----
<C> <S> <C>
10.1 UBICS, Inc. 1997 Stock Option Plan(1)
10.2 Noncompetition Agreement dated October 27, 1997 among the Company,
Vijay Mallya and UB Information Consultancy Services Ltd.(2)
10.3 Employment Agreement between the Registrant and Vijay Mallya(2)
10.4 Employment Agreement between the Registrant and Manohar B. Hira(2)
10.5 Employment Agreement between the Registrant and O'Neil Nalavadi(2)
10.6 Employment Agreement between the Registrant and Babu Srinivas(2)
10.7 Lease Agreement dated July 2, 1997 between the Company and BR
Associates(1)
10.8 Lease dated May 28, 1996 between the Company and Marin Executive Park,
as amended(1)
10.9 Services Agreement dated October 27, 1997 among the Company, Vijay
Mallya and United Breweries Limited(2) 10.10 Letter Agreement dated
July 26, 1996 between PNC Bank, National Association and the
Registrant, and Amendment to Note and Letter Agreement dated November
1, 1996, Second Amendment to Note and Letter Agreement dated April 1,
1997, Third Amendment to Note and Letter Agreement dated August 29,
1997 and Fourth Amendment to Note and Letter Agreement dated September
5, 1997(1)
10.11 Form of Director Indemnification Agreement(2)
10.12 Form of Sublease and Consent among the Company, Marin Executive Park
and United Breweries of America, Inc.(2)
10.13 Noncompetition Agreement dated October 27, 1997 among the Company,
Vijay Mallya and United Breweries Limited(2)
10.14 Noncompetition Agreement dated October 27, 1997 among the Company,
Vijay Mallya and UB International Limited(2)
10.15 Services Agreement dated October 27, 1997 among the Company, Vijay
Mallya and UB International Limited(2)
27 Financial Data Schedule
</TABLE>
- ----------
(1) Incorporated by reference to the registrant's Registration Statement on Form
S-1, No. 333-35171, filed September 8, 1997.
(2) Incorporated by reference to Post-Effective Amendment No. 1 to the
registrant's Registration Statement on Form S-1, No. 333-35171, filed October
29, 1997.
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED BALANCE SHEET OF UBICS, INC. AS OF MARCH 31, 1998 AND UNAUDITED
STATEMENT OF OPERATIONS OF UBICS, INC. FOR THE QUARTER ENDED MARCH 31, 1998
FILED AS A PART OF THE QUARTERLY REPORT (FORM 10-Q) OF UBICS, INC. FOR THE
FISCAL QUARTER ENDED MARCH 31, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 13,584
<SECURITIES> 0
<RECEIVABLES> 2,592
<ALLOWANCES> 215
<INVENTORY> 0
<CURRENT-ASSETS> 18,949
<PP&E> 319
<DEPRECIATION> (44)
<TOTAL-ASSETS> 19,224
<CURRENT-LIABILITIES> 3,299
<BONDS> 0
0
0
<COMMON> 65
<OTHER-SE> 15,860
<TOTAL-LIABILITY-AND-EQUITY> 19,224
<SALES> 0
<TOTAL-REVENUES> 6,215
<CGS> 0
<TOTAL-COSTS> 4,150
<OTHER-EXPENSES> 1,149
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (165)
<INCOME-PRETAX> 1,081
<INCOME-TAX> 440
<INCOME-CONTINUING> 641
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 641
<EPS-PRIMARY> 0.10
<EPS-DILUTED> 0.10
</TABLE>
