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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 31, 1997
UNIHOLDING CORPORATION
------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-9833 58-1443790
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
96 Spring Street, New York, New York 10012
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 219-9496
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Item 2. Financial Statements and Exhibits.
(a) Financial Statements of NDA filed as part of this report:
1. Balance Sheets as of December 31, 1995 and December 31,
1994.*
2. Statement of Operations for the Years Ended December 31,
1995 and December 31, 1994.*
3. Statement of Cash flows for the Years Ended December 31,
1995 and December 31, 1994.*
4. Statement of Changes in Stockholder Equity (deficit) for
the Years Ended December 31, 1995 and December 31, 1994.*
5. Notes to the above-listed Financial Statements.*
6. Report of Independent Accountants, Price Waterhouse LLP, dated
June 7, 1996, with respect to the above-listed financial
Statements, to be filed by amendment.
7. Unaudited interim Balance Sheet and Profit and Loss
Statement as of December 31, 1996.
(b) Pro forma Financial Information
Any pro forma financial information that would be required
pursuant to Article 11 of Regulation S-X will be filed by
amendment.
(c) Exhibits
(2) Master Combination Agreement by and among NDA Clinical
Trial Services, Inc. ("NDA"), Various Stockholders of NDA
and Global Unilabs Clinical Trials, Ltd., dated as of
January 31, 1997.*
*Filed as part of this report on February 14, 1997.
1
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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
(Registrant)
Date: April 15, 1997 By: /S/BRUNO ADAM
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BRUNO ADAM
Chief Financial Officer
NDA Clinical Trial
Services, Inc.
Financial Statements
December 31, 1996 and 1995
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NDA Clinical Trial Services, Inc.
Balance Sheet
December 31,
(Unaudited)
1996 1995
------------ -------------
Assets
Current assets
Cash $ 201,575 $ 338,021
Accounts receivable 356,381 420,757
Receivable from stockholder 94,238 -
Inventory 147,645 -
Prepaid expenses and other current assets 110,291 51,577
------------ ------------
Total current assets 910,130 810,355
Fixed assets, net (Note 4) 664,451 684,354
Intangible assets, net (Note 3) 28,331 79,048
Other assets - 12,799
------------ ------------
$ 1,602,912 $ 1,586,556
============ ============
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable and accrued expenses 1,056,666 $ 685,446
Loans payable to stockholders (Note 5) 2,647,129 442,400
Obligations under capital leases (Note 10) 98,952 102,370
Deferred testing and supplies revenue 777,973 332,662
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Total current liabilities 4,580,720 1,562,878
Obligations under capital leases (Note 10) 53,319 153,513
Deferred testing and supplies revenue - 753,367
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4,634,039 2,469,758
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Stockholders' deficit (Note 6)
Class A Voting Common Stock - $.01 par value;
500,000 shares authorized, 32,425 and 20,000
shares issued and outstanding at
December 31, 1996 and 1995; 324 324
Class A Voting Common Stock subject to put
option - 17,025 shares issued and outstanding
at December 31, 1996 and 1995 1,706,126 1,706,126
Class A Non-Voting Common Stock - $.01 par value;
50,000 shares authorized, 2,280 shares issued
and outstanding at December 31, 1996 and 1995; 23 23
Additional paid-in-capital 2,349,690 2,349,690
Accumulated loss as an S Corporation (1,628,004) (1,628,004)
Accumulated deficit 5,323,786) (3,175,861)
Less:
Treasury stock - 10,000 shares of Class A
Voting Common Stock, at cost (135,500) (135,500)
------------ ------------
Total stockholders' deficit (3,031,127) (883,202)
------------ ------------
$ 1,602,912 $ 1,586,556
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The accompanying notes are an integral part of these financial statements.
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NDA Clinical Trial Services, Inc.
Statement of Operations
Years Ended
December 31,
(Unaudited)
1996 1995
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Revenue $ 4,169,693 $ 1,928,014
Cost and expenses
Cost of revenue 2,819,376 1,634,176
General and administrative 1,842,676 1,314,522
Selling and marketing 650,200 857,535
Management information systems 619,681 337,239
Depreciation and amortization 235,136 181,713
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Total operating expenses 6,167,069 4,325,185
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Loss from operations (1,997,376) (2,397,171)
Interest income 8,081 5,075
Interest expense 158,630 48,521
----------- ------------
Net loss $ (2,147,925) $ (2,440,617)
============ ============
The accompanying notes are an integral part of these financial statements.
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NDA Clinical Trial Services, Inc.
Statement of Cash Flows
Years Ended
December 31,
(Unaudited)
1996 1995
------------ ------------
Cash flows from operating activities
Net loss $ (2,147,925) $ (2,440,617)
Adjustments to reconcile net loss to cash
used by operating activities:
Depreciation and amortization 235,136 181,713
(Increase) decrease in operating assets
Accounts receivable 64,376 (240,174)
Receivable from stockholders' (94,238) -
Inventory (147,645) -
Prepaids and other current and noncurrent
assets (45,915) (19,800)
Increase in operating liabilities
Accounts payable and accrued expenses 371,220 306,357
Deferred testing and supplies revenue (308,056) 505,072
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Net cash used in operating activities (2,073,047) (1,707,449)
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Cash flows used in investing activities
Fixed asset acquisitions (164,516) (340,703)
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Cash flows from financing activities
Principal payments under capital lease
obligation (103,612) (87,707)
Proceeds from the issuance of Class A Voting
Common Stock - 1,532,839
Stockholder loans 2,204,729 337,723
Repayment of stockholder loans - (110,223)
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Net cash provided by financing activities 2,101,117 1,672,632
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Net decrease in cash (136,446) (375,520)
Cash at beginning of year 338,021 713,541
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Cash at end of year $ 201,575 $ 338,021
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The accompanying notes are an integral part of these financial statements.
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NDA Clinical Trial Services, Inc.
Statement of Changes in Stockholders' Deficit
<TABLE>
<CAPTION>
Years ended December 31, 1996 and 1995
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Class A Voting Class A Non-Voting
Common Stock Common Stock
Amount
Number of Subject to Number Additional Accumulated
Shares Amount put Option of Shares Amount paid-in capital Deficit
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1995 37,025 $200 $1,706,126 2,280 $ 23 $ 816,975 $(2,363,248)
------ ----- --------- ------ ------ --------- ------------
Issuance of Class A
Voting Common Stock
for cash, net of
related expenses
of $3,250 3,493 35 - - - 421,219 -
Issuance of Class A
Voting Common Stock
for cash, net of related
xpenses of $76,371 8,932 89 - - - 1,111,496 -
Net loss - - - - - - (2,440,617)
------ ------- --------- ------ ------ --------- ------------
Balance at Dec. 31, 1995 49,450 324 1,706,126 2,280 23 2,349,690 (4,803,865)
Net loss - - - - - - (2,147,925)
------ ------- --------- ------ ------ --------- ------------
Balance at Dec. 31, 1996 49,450 $ 324 $1,706,126 $2,280 $ 23 $2,349,690 $(6,951,790)
====== ======= ========== ====== ====== ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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NDA Clinical Trial Services, Inc.
Statement of Changes in Stockholders' Deficit
(Continued)
Years ended December 31, 1996 and 1995
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Treasury Stock
Number of Stockholders'
Shares Amount Deficit
Balance at January 1, 1995 10,000 $(135,500) $ 24,576
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Issuance of Class A
Voting Common Stock
for cash, net of
related expenses
of $3,250 - - 421,254
Issuance of Class A
Voting Common Stock
for cash, net of related
xpenses of $76,371 - - 1,111,585
Net loss - - (2,440,617)
------ --------- -----------
Balance at Dec. 31, 1995 10,000 (135,500) (883,202)
Net loss - - (2,147,925)
------ --------- -----------
Balance at Dec. 31, 1996 10,000 $(135,500) $(3,031,127)
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The accompanying notes are an integral part of these financial statements.
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NDA Clinical Trial Services, Inc.
Notes to Financial
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1. Organization and Business.
NDA Clinical Trial Services, Inc. (the "Company or NDA") was
incorporated in April 1993 for the purpose of engaging in
central laboratory testing for pharmaceutical, biotech and
contract research organizations.
2. Liquidity
The Company has incurred losses from operations since its inception and has an
accumulated deficit and a working capital deficit at December 31, 1996. In
connection with the transaction described in Note 11, in January 1997 the
Company received a loan of $1,600,000 from a stockholder and loans payable to
stockholders of $2,647,129 were converted to equity. Additionally, one of the
Company's stockholders have indicated their intent to provide funding to the
Company, if necessary.
3. Summary of Significant Accounting Policies
Revenue recognition.
Revenue from laboratory testing is recognized when the testing is performed.
Payments received in advance are classified as deferred testing and supplies
revenue.
Inventories.
Inventories are stated at the lower of cost or market value and consist
primarily of laboratory supplies. Cost is determined on the first-in,
first-out method.
Fixed assets.
Fixed assets are stated at cost less accumulated depreciation. Depreciation of
fixed assets is recorded on a straight-line basis over their estimated useful
lives of five years. Certain leased laboratory equipment with future rental
payments for periods though 1999 have been capitalized. These amounts are
included in fixed assets within the accompanying balance sheet and are being
amortized over the estimated useful life of the equipment or the lease term,
which ever is shorter.
Intangible assets.
Intangible assets are stated at acquisition cost and consist of trade names,
covenants not to compete, customer lists and purchased software. Amortization
is provided on a straight line basis over five years. Amortization expense for
the years ended December 31, 1996 and 1995 was $50,717 and $51,052,
respectively. Accumulated amortization was
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NDA Clinical Trial Services, Inc.
Notes to Financial
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$163,819 and $113,102 at December 31, 1996 and 1995, respectively.
Management estimates.
The preparation of these financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Concentration of credit risk.
Financial instruments which potentially subject the Company to credit risk
consist principally of trade receivables. Sales and accounts receivable
related to three customers accounted for approximately 27%, 27% and 17% of
revenues and 0%, 47% and 11% of accounts receivable, respectively at December
31, 1996. Sales and accounts receivable to one of the above customers
accounted for approximately 58% of revenues and 20% of accounts receivable, at
December 31, 1995.
Stock Options.
The Company accounts for stock options in accordance with Accounting
Principles Board Opinion No.25, "Accounting For
Stock Issued to Employees."
Income taxes.
The financial statements have been prepared in conformity with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes". This
statement requires recognition of deferred income taxes under the liability
method.
Supplemental cash flow information.
Taxes paid were $2,790 and $1,269 during the years ended December 31, 1996 and
1995, respectively. Interest paid was $12,234 and $23,631 during the years
ended December 31, 1996 and 1995, respectively. Capital lease obligations of
$122,768 were incurred during the year ended December 31, 1995.
Reclassifications.
Certain accounts have been reclassified for comparative purposes.
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NDA Clinical Trial Services, Inc.
Notes to Financial
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4. Fixed Assets
Fixed assets at December 31, 1996 and 1995 consist of the following:
(Unaudited)
1996 1995
Laboratory equipment $ 300,456 $ 242,933
Computer equipment 315,844 225,269
Furniture and office equipment 44,462 28,044
Equipment under capital leases 343,590 343,590
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1,004,352 839,836
Less - Accumulated depreciation 339,901 155,482
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$ 664,451 684,354
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Depreciation expense for the years ended December 31, 1996 and 1995 was
$184,419 and $130,661, respectively.
5. Loans Payable to Stockholders'
During 1994, the Company borrowed $86,000 from a stockholder which is
payable on demand and bears interest at 12%.
During 1995, the Company borrowed $338,277 from certain stockholders.
These notes are payable on demand and bear interest at 12%. In
connection with these loans, the Company granted warrants to purchase
697 shares of the Company's common stock, at an exercise price of
$121.53 per share, which expire in 2000.
During 1996, the Company borrowed $369,972 and $1,704,970 from certain
stockholders. These notes are payable on demand and bear interest at
8.5% and 12%, respectively. In connection with these loans, the Company
granted warrants to purchase 2,374 shares of the Company's common stock,
at an exercise price of $133 per share, which expire in 2001.
Interest accrued on stockholder loans is $147,910 and $18,123 at
December 31, 1996 and 1995, respectively.
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NDA Clinical Trial Services, Inc.
Notes to Financial
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6. Stockholders' Deficit
Put option
Certain stockholders were granted a put option, exercisable only once to
put all or a part of their common shares to the Company, at any time
after June 2000, at a price per common share equal to nine times the
Company's post tax earnings per share for the four fiscal quarters prior
to the exercise of the put option. These put options expire upon the
successful completion of a public offering of the securities of the
Company in an aggregate amount in excess of $5,000,000.
7. Stock Option Plan
During 1994, the Company adopted a stock option plan, which permits the
issuance of incentive or non-qualified stock options, stock appreciation
rights, restricted stock, performance shares, loans and/or tax offset
payments to certain key employees. At December 31, 1996, 3,300 shares
were reserved for issuance. In January 1996, the Company issued 1,157
stock options to one employee, at an exercise price of $121.53 per share
which are exercisable over a five year period.
8. Related Party Transactions
Through October 1996, the Company leased its office and laboratory
facilities from NDA Properties, a company owned by a stockholder of the
Company. On November 1, NDA Properties sold these facilities to an
unrelated party. Rent paid to NDA Properties for the year ended December
31, 1996 and 1995 was approximately $201,372 and $241,646, respectively.
9. Income Taxes
Effective August 1, 1994, the Company's S Corporation status was
terminated. Since such date, the Company has incurred approximately
$5,300,000 in operating losses which are available to offset future
federal taxable income through 2010.
Gross deferred tax assets of approximately $2,000,000 are fully offset
by a valuation allowance and arise primarily from net operating loss
carryforwards and differences in the amounts of depreciation and
accruals for financial reporting purposes and income tax purposes.
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NDA Clinical Trial Services, Inc.
Notes to Financial
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10. Commitments
Lease commitments
The Company is obligated under capital and operating leases for its
office and certain equipment. Future minimum payments under leases, with
initial or remaining terms of one year or more, consist of the following
at December 31, 1996:
Capital Operating
Leases Leases
1997 107,895 246,594
1998 30,697 251,922
1999 30,697 256,310
2000 - 245,101
2001 - 250,800
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Total minimum lease payments $169,289 $1,250,727
==========
Less - Amounts representing interest 17,018
--------
Present value of net minimum lease
payments $152,271
========
Rent expense was $241,646 and $241,646 for the years ended at December
31, 1996 and 1995, respectively.
11. Subsequent events.
In January 1997, NDA entered into a combination agreement with one of
its stockholders, Global Unilabs Clinical Trials, Ltd. ("GUCT"), a
British Virgin Islands Corporation, whereby the stockholders of NDA
transferred all of their outstanding shares of capital stock of NDA and
GUCT transferred all of its outstanding shares of Unilabs Clinical
Trials Limited ("UCT"), a company incorporated in England and Wales, and
Pharmasoft, SA, ("Pharmasoft"), a Swiss Corporation, to a newly formed
holding company incorporated under the laws of Delaware, UCT
International, Inc. ("UCTI"). Prior to this transaction certain NDA
stockholders, including GUCT, converted a total of $2,755,650 of
outstanding loans to NDA into 18,371 shares of NDA Class A Voting Common
Stock. NDA stockholders received 70,101 shares of UCTI in exchange for
their shares of NDA which represents a 30% ownership in UCTI. In
connection with the above transaction 1,924 warrants previously issued
to certain stockholders were canceled and 1,147 warrants were exchanged
for UCTI warrants at an exercise price of $121.53, which expire during
2000-2001. All prior agreements with NDA stockholders were terminated
upon consummation of the above transaction.
