UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A-1
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended August 31, 1998
[ ] 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
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
96 Spring Street, 8th Floor, 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
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___
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS -
IMPACT OF YEAR 2000
IMPACT OF YEAR 2000
As previously reported in the Company's Form 10-K for the year ended May 31,
1998, most of the Company's laboratories are faced with "Year 2000" remediation
issues. Many computer programs were written with a two digit date field and if
these programs are not made Year 2000 compliant, they will be unable to
correctly process date information on or after the Year 2000. While these issues
impact all of the Company's data processing systems to some extent, they are
most significant in connection with patient- related computer programs.
Moreover, remediation efforts go beyond the Company's internal computer systems
and require coordination with clients, suppliers and other third parties to
assure that their systems and related interfaces are compliant. Given the
different computer systems operated by the Company's business units, the type
and extent of the Year 2000 issues and the cost of remediation vary
significantly among the Company's laboratories. Failure to achieve timely
remediation of computer systems that process client information and
transactions, and of all other systems with embedded technologies that are
critical to the Company's operations, would have a material adverse effect on
the Company's business, operations and financial results.
In response to the Year 2000 concerns, the Company created a Year 2000 Task
Force to coordinate and monitor the laboratories' progress in their Year 2000
remediation efforts. The Task Force reports directly to the Company's executive
management, provides regular progress reports to executive management, and
regularly meets with executive management to discuss its reports.
The Company's initial plans called for all critical systems to be renovated and
compliance testing underway by the end of calendar 1998. As of January 11, 1999,
the Company estimated that approximately 40 to 50% of its critical systems had
been renovated and compliance testing underway, and that the balance will be
renovated by June 30, 1999. As the Company uses many computerized laboratory
machinery manufactured, provided and maintained by third-party vendors, it has
requested each of those vendors to provide the Company with appropriate
certification that the machinery is Year 2000 compliant. The Company currently
estimates that approximately 40% of such certification has been received, and it
continuously presses those vendors that have not responded. Acceptance testing
is scheduled to take place through mid-1999 with time frames differing by
laboratory unit. Completion of any third party interface testing is dependent
upon those third parties completing their own internal remediation. The Company
could be adversely affected to the extent third parties with which it interfaces
(including some of the Company's customers) have not properly addressed their
Year 2000 issues. The Company currently develops contingency plans to handle
critical areas in the event remediation is not fully successful or is beyond the
Company's control.
In fiscal 1998, the Company spent approximately $0.5 million on its Year 2000
remediation efforts. The Company currently anticipates expenditures for Year
2000 remediation efforts and testing in the range of $0.5 million to $1.0
million in fiscal 1999, and of approximately $0.2 million in fiscal 2000.
Substantially all of the expenditures already made are related to internal
payroll and external consultants, while future expenditures include
approximately $0.5 for computer equipment that was not compliant and should be
replaced.
The costs of the project and the date on which the Company believes it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources and other factors. However,
there can be no guarantee that these estimates will be achieved and actual
results could differ materially from those anticipated.
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: BRUNO ADAM
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Bruno Adam, CFO
Date: January 12, 1999
