UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended August 31, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period to
Commission File No. 0-9833
UNIHOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 58-1443790
- ---------------------------- -----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
96 Spring Street, 8th Floor, New York, New York 10012
- ----------------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 219-9496
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No___
As of October 20, 1997, there were 7,632,970 shares of Common Stock, par value
$0.01 per share, of the Registrant outstanding.
1
<PAGE>
UNIHOLDING CORPORATION AND SUBSIDIARIES Form 10-Q for the Quarterly
Period Ended August 31, 1997
INDEX
Page
Part I - FINANCIAL INFORMATION:
Item 1. Financial Statements 3
Consolidated Balance Sheets - August 31, 1997
(unaudited) and May 31, 1997 4
Unaudited Consolidated Statements of
Operations - Three month periods
ended August 31, 1997 and August 31, 1996 6
Unaudited Consolidated Statements of Cash
Flows - Three month periods ended
August 31, 1997 and August 31, 1996 7
Notes to Unaudited Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Part II - OTHER INFORMATION:
Item 1. Legal Proceedings 14
Item 5. Other Items 14
Item 6. Exhibits 14
Signatures 15
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
3
<PAGE>
UNIHOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
August 31, May 31,
ASSETS 1997 1997
---- ----
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $5,684 $8,201
Accounts receivable, net of allowance
for doubtful accounts 19,061 21,133
Due from related companies 3,660 3,573
Inventories 2,261 2,272
Prepaid expenses 2,503 2,046
Other current assets 651 770
-------- --------
Total current assets 33,820 37,995
-------- --------
NON-CURRENT ASSETS:
Long-term notes receivable 818 818
Deferred tax assets 6,111 5,293
Intangible assets, net 28,930 30,019
Property, plant and equipment, net 27,580 28,610
Investment in equity affiliates 925 1,480
Other assets, net 956 1,088
-------- --------
Total non-current assets 65,320 67,308
-------- --------
$ 99,140 $105,303
========= =========
See notes to financial statements
4
<PAGE>
UNIHOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
August 31, May 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1997
----------- --------
(Unaudited)
CURRENT LIABILITIES:
Bank overdrafts $ 6,554 $ 5,889
Lease payable 1,526 1,733
Payable to related parties - 150
Trade payables 7,797 9,501
Accrued liabilities 4,877 4,458
Long-term debt 4,959 4,741
Taxes payable, 4,324 4,707
-------- --------
Total current liabilities 30,037 31,179
-------- --------
NON-CURRENT LIABILITIES:
Lease payable 2,196 2,446
Long-term debt 11,105 12,109
Taxes payable 157 155
Deferred taxes 695 725
-------- --------
Total non-current liabilities 14,153 15,435
-------- --------
Total liabilities 44,190 46,614
-------- --------
MINORITY INTERESTS 9,561 10,344
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value;
Voting; authorized 18,000,000 shares;
issued 7,627,736 at August 31,
and May 31, 1997 76 76
Non-Voting; authorized 2,000,000
shares; issued and outstanding
298,384 at August 31, and
May 31, 1997 3 3
Additional paid-in capital 49,832 49,832
Cumulative translation adjustment (5,042) (3,050)
Retained earnings 4,595 5,559
------- --------
49,464 52,420
Less - cost of 293,150 shares of
Common Stock held in treasury at
August 31, and May 31, 1997,
respectively (4,075) (4,075)
------- --------
Total stockholders' equity 45,389 48,345
------- --------
$ 99,140 $105,303
======= ========
See notes to financial statements
5
<PAGE>
UNIHOLDING CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
Three Months ended
August 31, August 31,
1997 1996
------ ------
REVENUE $22,589 $22,844
Operating expenses:
Salaries and related charges 10,677 10,291
Supplies 3,865 3,834
Other operating expenses 8,186 6,480
Depreciation and amortization of
tangible assets 1,270 1,296
Amortization of intangible assets 661 581
------- --------
OPERATING INCOME (LOSS) (2,070) 362
Interest, net (371) (963)
Equity in loss of affiliates -- (34)
Other, net 574 (558)
------- --------
Income (loss) before taxes and
minority interests (1,867) (1,193)
Tax benefit (provision) 529 (165)
-------- --------
Income (loss) before minority
interests (1,338) (1,358)
Minority interests in income (loss) 374 (137)
-------- --------
NET LOSS ($ 964) ($1,495)
======== ========
Weighted average common shares
outstanding 7,926,120 6,263,473
Loss per share of
common stock ($0.12) ($0.24)
See notes to financial statements
6
<PAGE>
UNIHOLDING CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Three Months ended
August 31, August 31,
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($ 964) ($1,495)
Adjustments to reconcile net income to net cash
provided by operations:
Equity in loss of affiliates - 34
Minority interests in income (374) 137
Deferred taxes (818) (474)
Depreciation and amortization of tangible assets 1,270 1,296
Amortization of intangible assets 661 581
Other non-cash income (expenses) (423) 466
Net changes in assets and liabilities, net of acquisitions:
Accounts receivable 1,053 1,994
Inventories (76) 8
Prepaid expenses (599) 725
Other current assets 630 (192)
Trade payables (2,099) (1,583)
Accrued liabilities 1,056 445
Taxes payable (278) (223)
--------- ---------
Net cash provided by (used in) operating activities (961) 1,719
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash proceeds from issuance of share capital - 5,000
Repayment of long-term debt (432) (960)
Cash proceeds from long-term debt 302 -
Proceeds (reimbursement) from (of) bank overdrafts 738 (7)
Repayment of lease debt (209) (34)
--------- ---------
Net cash provided by (used in) financing activities 399 3,999
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for purchases of property and equipment (823) (1,505)
Loans and advances (to) from affiliates,
and related companies, net (300) (2,300)
Payment for purchase of interest in subsidiaries (105) (544)
Payment for purchase of intangible assets (504) (50)
Proceeds from sale of assets 12 52
--------- ---------
Net cash used in investing activities (1,720) (4,347)
--------- ---------
Effect of exchange rate changes on cash (235) 75
Net increase (decrease) in cash and cash equivalents (2,517) 1,446
Cash and cash equivalents, beginning of year 8,201 1,587
--------- ---------
Cash and cash equivalents, end of period $5,684 $3,033
======= =======
See notes to financial statements
7
<PAGE>
UNIHOLDING CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Monetary amounts in thousands, except per share data)
1. Basis of Presentation
The consolidated financial statements include the accounts of UniHolding
and its majority-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. The investment in the Company's equity
affiliates is accounted for on the equity method. During the period ended August
31, 1996, the investment in the Company's equity affiliate MISE S.A. (which was
exchanged for preferred stock of Medical Diagnostic Management, Inc., as of May
31, 1997) was accounted for on the equity method. The investment in the
Company's equity affiliate NDA Clinical Trials Services Inc. was accounted for
on the equity method until January 31, 1997, the date of the reorganization of
the Company's Clinical Trials Division, after which date its financial
statements have been fully consolidated.
2. Management Opinion
In the opinion of management, the accompanying unaudited interim financial
statements reflect all adjustments which are necessary to present fairly the
financial position, results of operations and cash flows for the interim periods
reported. All such adjustments made were of a normal recurring nature.
The results of operations and financial position for interim periods are
not necessarily indicative of those to be expected for a full year, due, in
part, to the seasonal fluctuations which are normal for the Company's business.
The accompanying interim financial statements and related notes should
be read in conjunction with the consolidated financial statements of the Company
and related notes as contained in the Annual Report on Form 10-K for the year
ended May 31, 1997.
3. Net Income (Loss) Per Share
Net income (loss) per share is computed by dividing net income or net loss
by the weighted average number of voting and non-voting common shares
outstanding.
4. Cumulative Translation Adjustment
The Company's principal operations are located primarily in Switzerland,
the United Kingdom, Italy, Spain and the United States. A significant part of
net assets, revenues and expenses are denominated in the currency of those
countries, while the Company presents its consolidated financial statements in
US dollars. In accordance with generally accepted accounting principles in the
United States, net gains and losses arising upon translation of local currency
financial statements are accumulated in a separate component of Stockholders'
Equity, the Cumulative Translation Adjustment account, which may be realized
upon the eventual disposition by the Company of part or all of its European
investments.
5. Supplemental Disclosure of Cash Flow Information
Three months ended
August 31, August 31,
1997 l996
Cash paid during the period for
Interest $ 443 $ 615
Income taxes 575 918
During the period ended August 31, 1996, in connection with its acquisition
of 300 shares of the share capital of ULSA, the Company incurred a future
obligation of $1,100, which was fully paid subsequently.
During the period ended August 31, 1997, capital lease obligations of $159
were incurred when the Company entered into leases for new capital equipment.
8
<PAGE>
6. Capital Stock and Additional Paid In Capital
On July 22, 1996, UniHolding issued 333,333 new shares of common stock to
an investor, at a price of $15 per share. The investor received certain
antidilution and preemptive subscription rights. The antidilution provisions
provided that if the Company issued its Common Stock to repay the $15,000 note
owed to Unilab Corporation (a Delaware corporation "Unilab"), it would transfer
to the investor additional shares of Common Stock so that the percentage of
ownership of the investor would remain substantially unchanged. The preemptive
right provisions provide that the Company and its affiliates will not sell,
pledge, encumber or otherwise transfer any shares of Common Stock at a value
below market without first offering the same shares to the investor on the same
conditions. The Company had a call right on the shares of the investor at a
price of $18 per share, exercisable on or before January 15, 1997, which expired
without having been exercised.
As of December 31, 1996, the $15,000 note due Unilab was unpaid.
Accordingly, pursuant to the agreement with Unilab dated as of June 30, 1995,
the note's principal, together with accrued but unpaid interest of $750 as of
December 31, 1996, converted into 1,394,963 newly-issued shares of Common Stock.
Further, pursuant to the antidilution provisions referred to above, the Company
issued to the investor 75,655 newly-issued shares of Common Stock, for no
additional consideration.
7 Investment in Equity Affiliates
Unimed Laboratories
On October 8, 1996, the Company, through its subsidiary Unilabs
International Limited (a British Virgin Islands corporation, "UIL"), signed a
joint venture agreement with the state affiliated company Medincenter of the
Main Administration for Services to the Diplomatic Corps of the Ministry of
Foreign Affairs of the Russian Federation. Pursuant to the agreement, the
Company has invested $120 in cash and has agreed to invest a further $120 in
cash in fiscal 1998, and holds 50% of Unimed Laboratories (a newly-established
Russian close joint stock company, "Unimed"), which establishes a diagnostic
laboratory in Moscow to provide a comprehensive range of clinical laboratory
tests to public and private medical institutions, doctors and patients in
Russia. The Company also provides the venture with certain engineering services
in connection with the construction and establishment of the new laboratory, and
will provide on-going management supervision. The effective start of laboratory
operations has been slightly delayed, but is still expected to occur during the
second quarter of fiscal 1998.
9
<PAGE>
8. Segment Information
During the year ended May 31, 1996, the Company expanded its activities in
testing performed in relation to clinical trials for the pharmaceutical industry
and therefore distinguishes its core clinical laboratory business (the
"Diagnostic Laboratory Division") from its clinical trials testing business (the
"Clinical Trials Division"). In connection therewith, the Company transferred to
UCT, as of June 1, 1996, certain clinical trials activities heretofore performed
by UCP. Accordingly, for analysis and comparative purposes, the activities
conducted by UCP in the clinical trials business during both years have been
included under the Clinical Trials Division caption.
Further, in view of the fact that its former subsidiary MISE had no
activity until the restructuring of this investment, when the shares of MISE
were sold and shares of preferred stock of MDM were acquired, the Company does
not maintain a healthcare management services division and no longer considers
healthcare management services to be an industry segment. Accordingly, the
Company currently considers that it had two business segments in fiscal years
1996 and 1997 : its core clinical laboratory business (the Diagnostic Laboratory
Division), and the clinical trials testing business (the Clinical Trials
Division).
Following are the key financial data of the respective businesses for
purposes of segment information. Such information does not include segment data
relating to the Company's investment in unconsolidated affiliates.
Three Months Ended
August 31,
1997 1996
---- ----
Revenues from unaffiliated customers:
Diagnostic Laboratory Division $ 19,774 $ 21,627
Clinical Trials Division 2,815 1,217
Operating Profit or Loss:
Diagnostic Laboratory Division 541 1,320
Clinical Trials Division (2,611) (958)
Identifiable Assets:
Diagnostic Laboratory Division 83,556 126,678
Clinical Trials Division 15,584 2,900
Following are the key financial data of the Company for purposes of
geographical information.
Three Months Ended
August 31,
1997 1996
------ -------
Revenues from unaffiliated customers:
U.S. $ 1,400 $ -
Non-U.S. 21,189 22,844
Operating Profit or Loss:
U.S. (1,305) -
Non-U.S. (765) 362
Identifiable Assets:
U.S. 12,000 1,900
Non-U.S. 87,140 127,678
10
<PAGE>
Item 2. Management's Discussions and Analysis of Financial
Condition and Results of Operations
Results of Operations
The Company's results of operations for the period ended August 31, 1997,
include the operations of the Company's core business (the "Diagnostic
Laboratory Division") and of the Company's expanded activities in clinical
trials testing for the pharmaceutical industry (the "Clinical Trials Division").
The following tables present a reconciliation of the results of operations of
each division with the consolidated statement of operations, for the purpose of
discussing the results of operations.
<TABLE>
<CAPTION>
Three months ended August 31, 1997
Diagnostic Clinical
Laboratory Trials
Division Division Adjustments As reported
<S> <C> <C> <C> <C>
REVENUE $20,569 $2,815 ($795) $22,589
Operating expenses:
Salaries and related charges 8,645 2,032 10,677
Supplies 3,618 247 3,865
Other operating expenses 6,132 2,849 (795) 8,186
Depreciation and amortization of tangible assets 1,151 119 1,270
Amortization of intangible assets 482 179 661
--------- --------- --------- ---------
OPERATING INCOME (LOSS) 541 (2,611) 0 (2,070)
Interest, net (272) (99) (371)
Other, net 307 267 574
--------- --------- --------- ---------
Income (loss) before taxes and minority interests 576 (2,443) 0 (1,867)
Tax benefit (provision) (268) 797 529
--------- --------- --------- ---------
Income (loss) before minority interests 308 (1,646) 0 (1,338)
Minority interests in income (loss) (152) 526 374
--------- --------- --------- ---------
NET INCOME (LOSS) $156 ($1,120) $0 ($964)
========= ========= ========= =========
Weighted average common shares outstanding 7,926,120 7,926,120 7,926,120
Earnings (loss) per share of common stock $0.02 ($0.14) ($0.12)
</TABLE>
11
<PAGE>
Three months ended August 31, 1996
-----------------------------------------
Diagnostic Clinical
Laboratory Trials As
Division Division reported
-------- -------- --------
REVENUE $21,627 $1,217 $22,844
Operating expenses:
Salaries and related charges 9,714 577 10,291
Supplies 3,789 45 3,834
Other operating expenses 4,978 1,502 6,480
Depreciation and amortization
of tangible assets 1,256 40 1,296
Amortization of intangible
assets 570 11 581
--------- ---------- ---------
OPERATING INCOME (LOSS) 1,320 (958) 362
Interest, net (938) (25) (963)
Equity in loss of affiliates 0 (34) (34)
Other, net (558) 0 (558)
--------- --------- ---------
Income (loss) before taxes and
minority interests (176) (1,017) (1,193)
Tax benefit (provision) (482) 317 (165)
--------- --------- ---------
Income (loss) before minority
interests (658) (700) (1,358)
Minority interests in income (137) 0 (137)
--------- --------- --------
NET INCOME (LOSS) ($795) ($700) ($1,495)
====== ====== ========
Weighted average common
shares outstanding 6,263,473 6,263,473 6,263,473
Earnings (loss) per share of
common stock ($0.13) ($0.11) ($0.24)
Three month period ended August 31, 1997 compared with the three month period
ended August 31, 1996
Consolidated revenue was $22.6 million for the three months ended August
31, 1997, representing a decrease of $0.2 million (including the effect of the
change in the US dollar exchange rate of $3.0 million) from the comparable prior
year period. Revenue generated by the Swiss operations for the three months was
stable in local currency as a result of a small reduction in specimen volume of
1.7% offset by an increase attributable to test mix of 1.0%. Revenue generated
by the UK operations also was stable in local currency in respect of the
Diagnostic Laboratory Division. Spanish operations increased revenues to $1.4
million, as compared to $1.1 million in the comparable prior year period,
representing however a 58% increase in local currency. Revenues of $2.8 million
for the three months ended August 31, 1997, representing an increase of $1.6
million from the comparable prior year period, were recorded by the Clinical
Trials Division due to the development of a new client base and to the January
1997 reorganization of UCTI whereby NDA is now fully consolidated, which was not
the case in the comparable prior year period.
Operating result for the three months ended August 31, 1997 was a loss of
$2.1 million, versus a gain of $0.4 million in the comparable prior year period.
The operating income generated by the Diagnostic Laboratory Division decreased
by $0.8 million (including the effect of the change in the US dollar exchange
rate of approximately $0.5 million) versus the comparable prior year. The major
contributing operating factors providing such variance in operating income of
the Diagnostic Laboratory Division principally were due to increased
administrative operating costs, particularly in relation to the development of
new operations in emerging markets. Italian operations have continued to
maintain a small positive contribution to operating income. The variance in
operating results of the Clinical Trials Division (an operating loss of $2.6
million as compared to $1.0 million) reflects the January 1997 reorganization of
UCTI whereby NDA is now fully consolidated, and fixed expenses which are not
matched with income to be recorded in the future from a backlog of contracts,
due to lead-time of up to six months from the signing of a contract to the
actual start of a study.
12
<PAGE>
Interest expense, net, decreased $0.6 million during the three months
ended August 31, 1997, as compared to the prior year, primarily due to lower
average borrowing levels.
Other income of $0.6 million were recorded for the three months ended
August 31, 1997, resulting from foreign currency transactions, and changes in
foreign currency positions as compared to net expense of $0.6 million in the
prior year comparable period.
Provision for income taxes in the three months ended August 31, 1997, is a
net benefit of $0.5 million, as compared to a provision of $0.2 million in the
prior year comparable period. This is primarily due to period losses of the
Clinical Trials Division which gave rise to a tax benefit of $0.8 million, which
management believes it is more likely than not that the Company will recover
through future income of such Division in view of the already existing backlog
of contracts.
Minority interests in income in the three months ended August 31, 1997,
were an income of $0.4 million as compared to an expense of $0.1 million in the
prior year comparable period. Such change resulted primarily from the increase
in the minority interests in respect of the Clinical Trials Division due to the
January 1997 reorganization of UCTI and to the variance in operating income of
the respective subsidiaries.
Liquidity and Capital Resources
Net cash used by operating activities for the three months ended August 31,
1997 amounted to $1.0 million, a change of $2.7 million from the prior year
primarily due to working capital needs of the Diagnostic Laboratory Division,
and to period losses of the Clinical Trials Division.
Net cash provided by financing activities for the three months ended August
31, 1997 was $0.4 million, a decrease of $3.6 million from the prior period,
primarily due to the issuance of share capital occurred in the prior period.
Net cash used in investing activities for the period ended August 31, 1997
was $1.7 million, comparing to $4.3 million in the prior year period. The change
is primarily due to lower capital expenditures and lower advances to affiliates.
The balance due from Unilabs Holdings SA as of August 31, 1997 was $3.7 million,
which is expected to be paid within twelve months.
The Company's bank facilities provide for a total of approximately $23.0
million, including secured senior revolving facilities consisting of term loans,
working capital loans and/or guarantees. As of October 20, 1997, the Company had
approximately $8 million of availability under the aggregate credit facilities.
With respect to the Diagnostic Laboratory Division, the Company believes
that the liquidity provided by the cash flow from operations, the existing cash
balances and the borrowing arrangements described above will be sufficient to
meet the Company's capital requirements, as well as debt repayments.
With respect to the Clinical Trials Division, the Company believes that the
existing cash balances and the borrowing arrangements described above will be
sufficient to meet the Company's capital requirements for the foreseeable future
including anticipated operating expenses.
In addition, the Company has outstanding obligations and commitments under
capital leases which mature over the next five to ten years.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
Management's Discussion and Analysis contains various "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
which represent the Company's expectations or beliefs concerning the Company's
operations, economic performance and financial condition, including, in
particular, forward-looking statements regarding the Company's expectation of
future performance following implementation of its new business strategy. Such
statements are subject to various risks and uncertainties. Accordingly, the
Company hereby identifies the following important factors that could cause the
Company's actual financial results to differ materially from those projected,
forecast, estimated, or budgeted by the Company in such forward-looking
statements.
(a) Inability to carry out marketing and sales plans.
(b)Inability to successfully develop the Company's Clinical Trials
operations.
As well as other factors listed in the Company's 1997 Annual Report on Form
10-K, which are incorporated herein by reference.
13
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Arbitration
As described and discussed more thoroughly in the Company's Annual
Report on Form 10-K for the year ended May 31, 1997, the Company is entitled to
80% of the net recovery (less legal fees and costs) of any settlement or
successful resolution of the pending arbitration instituted by Americanino
Capital Corp. ("ACC") pursuant to an agreement by which the Company sold its
remaining interest in ACC.
The Company's management will continue to monitor and report the
progress of the proceedings.
See also the discussion on Foreclosure Proceedings and Attachment Claim
in the 1997 Annual Report on Form 10-K.
Item 5. Other Items
On August 8, 1997, UniHolding Corporation announced that it intends to
merge into its wholly-owned subsidiary, Unilabs Group Limited, a British Virgin
Islands corporation. The proposed merger is intended to streamline the corporate
structure of the entire Group. The merger is subject to shareholder and
regulatory approvals, but the principle of such merger has been unanimously
approved by the Company's board of directors.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
27 Financial Data Schedule
(b) Reports on Form 8-K.
Amended Current Report on Form 8-K/A, dated May 30, 1997 (filed June 10,
1997) reporting on Item 4
14
<PAGE>
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 hereunto duly authorized.
UniHolding Corporation
By: /s/Bruno Adam
-----------------------
Bruno Adam, CFO
Date: October 21, 1997
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
COMPANY'S FINANCIAL STATEMENTS FOR THE QUARTER ENDED AUGUST 31, 1997 AS
SUBMITTED IN ITS QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH (B) FINANCIAL STATEMENTS WITH REFERENCE TO THE ANNUAL
REPORT FILED ON FORM 10-K FOR THE YEAR ENDED MAY 31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-END> AUG-31-1997
<CASH> 5,684
<SECURITIES> 0
<RECEIVABLES> 19,061
<ALLOWANCES> 0
<INVENTORY> 2,261
<CURRENT-ASSETS> 33,820
<PP&E> 27,580
<DEPRECIATION> 1,270
<TOTAL-ASSETS> 99,140
<CURRENT-LIABILITIES> 30,037
<BONDS> 0
0
0
<COMMON> 79
<OTHER-SE> 45,310
<TOTAL-LIABILITY-AND-EQUITY> 99,140
<SALES> 25,589
<TOTAL-REVENUES> 22,589
<CGS> 22,728
<TOTAL-COSTS> 24,659
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (371)
<INCOME-PRETAX> (1,867)
<INCOME-TAX> 529
<INCOME-CONTINUING> (964)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (964)
<EPS-PRIMARY> (0.12)
<EPS-DILUTED> (0.12)
</TABLE>
