1 FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 1996 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ Commission File Number: 0-22994 GUNTHER INTERNATIONAL, LTD. (Exact name of small business issuer as specified in its charter) DELAWARE 51-0223195 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE WINNENDEN ROAD, NORWICH, CONNECTICUT 06360 (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: 860-823-1427 Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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_____ The number of shares of the Registrant's Common Stock outstanding as of November 5, 1996 was 4,283,269 Transitional Small Business Disclosure Format (check one): YES_____ NO X Exhibit Index is located at Page 14 2 FORM 10-QSB SEPTEMBER 30, 1996 GUNTHER INTERNATIONAL, LTD. INDEX Page No. PART I - FINANCIAL INFORMATION ITEM 1. CONDENSED FINANCIAL STATEMENTS BALANCE SHEETS SEPTEMBER 30, 1996 (UNAUDITED) AND MARCH 31, 1996...................................................3,4 UNAUDITED STATEMENTS OF INCOME - THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995............................................5 UNAUDITED STATEMENTS OF CASH FLOWS - THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995............................................6 NOTES TO CONDENSED FINANCIAL STATEMENTS.............................................................7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.....................8 - 11 ITEM 3. LEGAL PROCEEDINGS....................................................11 PART II - OTHER INFORMATION: ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS................12 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................12 SIGNATURES....................................................................13 EXHIBIT INDEX.................................................................14 EXHIBITS.................................................................15 - 33 2 3 FORM 10-QSB SEPTEMBER 30, 1996 PART I - FINANCIAL INFORMATION ITEM 1 - CONDENSED FINANCIAL STATEMENTS GUNTHER INTERNATIONAL, LTD. BALANCE SHEETS ASSETS SEPTEMBER 30, MARCH 31, 1996 1996 (UNAUDITED) CURRENT ASSETS: UNRESTRICTED CASH AND SHORT-TERM INVESTMENTS $ 615,305 $ 127,059 RESTRICTED CASH AND SHORT-TERM INVESTMENTS 0 325,834 ACCOUNTS RECEIVABLE, NET 1,288,426 1,187,082 COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS 2,818,889 331,644 INVENTORIES 607,143 1,312,407 PREPAID EXPENSES 109,531 88,863 ----------- ----------- TOTAL CURRENT ASSETS 5,439,294 3,372,889 ----------- ----------- PROPERTY AND EQUIPMENT: MACHINERY AND EQUIPMENT 775,605 761,700 FURNITURE AND FIXTURES 114,298 113,982 LEASEHOLD IMPROVEMENTS 255,012 67,811 ----------- ----------- 1,144,915 943,493 LESS - ACCUMULATED DEPRECIATION AND AMORTIZATION 404,846 292,099 ----------- ----------- NET PROPERTY AND EQUIPMENT 740,069 651,394 ----------- ----------- OTHER ASSETS: EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED, NET 3,557,033 3,668,772 DEFERRED PREPRODUCTION COSTS, NET 495,592 397,444 ACCOUNT AND NOTE RECEIVABLE FROM STOCKHOLDERS 59,177 19,177 INVESTMENT, AT LOWER OF COST OR MARKET 30,000 30,000 OTHER 16,186 16,183 ----------- ----------- TOTAL OTHER ASSETS 4,157,988 4,131,576 ----------- ----------- TOTAL LONG-TERM ASSETS 4,898,057 4,782,970 ----------- ----------- TOTAL ASSETS $10,337,351 $ 8,155,859 =========== =========== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 3 4 FORM 10-QSB SEPTEMBER 30, 1996 GUNTHER INTERNATIONAL, LTD. BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY SEPTEMBER 30, MARCH 31, 1996 1996 (UNAUDITED) CURRENT LIABILITIES: ACCOUNTS PAYABLE TO STOCKHOLDER $ 0 $ 100,000 ACCOUNTS PAYABLE 2,252,287 1,951,551 ACCRUED EXPENSES 585,163 494,089 NOTE PAYABLE AND CURRENT MATURITIES OF LONG-TERM DEBT 366,325 666,325 BILLINGS IN EXCESS OF COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS 1,694,848 243,371 DEFERRED SERVICE CONTRACT REVENUE 1,241,004 1,124,028 ------------ ------------ TOTAL CURRENT LIABILITIES 6,139,627 4,579,364 ------------ ------------ LONG-TERM DEBT, LESS CURRENT MATURITIES 1,993,165 1,964,709 TOTAL LIABILITIES 8,132,792 6,544,073 STOCKHOLDERS' EQUITY: PREFERRED STOCK, $.001 PAR VALUE; 500,000 SHARES AUTHORIZED; NO SHARES ISSUED OR OUTSTANDING 0 0 COMMON STOCK, $.001 PAR VALUE; 16,000,000 SHARES AUTHORIZED; 4,283,269 AND 4,133,269 SHARES ISSUED AND OUTSTANDING AT SEPTEMBER 30 AND MARCH 31, 1996, RESPECTIVELY 4,283 4,133 SERIES B COMMON STOCK, $.001 PAR VALUE; 500 SHARES AUTHORIZED, ISSUED AND OUTSTANDING AT SEPTEMBER 30 AND MARCH 31, 1996 1 1 ADDITIONAL PAID-IN CAPITAL 11,390,302 10,865,450 ACCUMULATED DEFICIT (9,190,027) (9,257,798) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 2,204,559 1,611,786 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,337,351 $ 8,155,859 ============ ============ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 4 5 FORM 10-QSB SEPTEMBER 30, 1996 GUNTHER INTERNATIONAL, LTD. UNAUDITED STATEMENTS OF INCOME THREE MONTHS ENDED SIX MONTHS ENDED ------------------ ---------------- SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, 1996 1995 1996 1995 ----------- ----------- ----------- ----------- SALES: SYSTEMS $ 2,485,457 $ 2,541,301 $ 4,765,913 $ 4,569,337 MAINTENANCE 1,575,146 887,015 2,940,328 1,733,897 ----------- ----------- ----------- ----------- TOTAL SALES 4,060,603 3,428,316 7,706,241 6,303,234 ----------- ----------- ----------- ----------- COST OF SALES: SYSTEMS 1,379,646 1,474,641 2,580,692 2,764,959 MAINTENANCE 1,003,121 632,020 1,838,654 1,279,509 ----------- ----------- ----------- ----------- TOTAL COST OF SALES 2,382,767 2,106,661 4,419,346 4,044,468 ----------- ----------- ----------- ----------- GROSS PROFIT 1,677,836 1,321,655 3,286,895 2,258,766 ----------- ----------- ----------- ----------- OPERATING EXPENSES: SELLING AND ADMINISTRATIVE 1,504,926 1,442,657 2,986,312 2,739,597 RESEARCH AND DEVELOPMENT 61,183 65,173 114,213 113,738 ----------- ----------- ----------- ----------- TOTAL OPERATING EXPENSES 1,566,109 1,507,830 3,100,525 2,853,335 ----------- ----------- ----------- ----------- OPERATING INCOME, (LOSS) 111,727 (186,175) 186,370 (594,569) ----------- ----------- ----------- ----------- OTHER EXPENSES INTEREST EXPENSE, NET (70,858) (47,036) (118,599) (114,666) ----------- ----------- ----------- ----------- NET INCOME, (LOSS) $ 40,869 $ (233,211) $ 67,771 $ (709,235) ----------- ----------- ----------- ----------- LOSS PER SHARE $ 0.01 $ (0.06) $ 0.02 $ (0.19) FULLY DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 4,344,543 3,772,131 4,319,543 3,684,684 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 5 6 FORM 10-QSB SEPTEMBER 30, 1996 GUNTHER INTERNATIONAL, LTD. UNAUDITED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED SIX MONTHS ENDED ------------------ ---------------- SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, 1996 1995 1996 1995 ----------- ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME, (LOSS) $ 40,869 $ (233,211) $ 67,771 $ (709,235) ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED BY OPERATING ACTIVITIES DEPRECIATION AND AMORTIZATION 146,064 80,619 295,376 155,729 (INCREASE) IN ACCOUNTS RECEIVABLE (203,465) (93,452) (101,344) (246,044) DECREASE IN INVENTORIES 516,660 246,096 705,264 192,863 (INCREASE) IN PREPAID EXPENSES AND OTHER ASSETS (98,699) (2,459) (189,709) (42,534) INCREASE (DECREASE) IN ACCOUNTS PAYABLE 707,282 (80,719) 200,736 23,815 INCREASE IN ACCRUED EXPENSES 6,357 341,500 91,074 408,068 INCREASE (DECREASE) IN DEFERRED SERVICE CONTRACT REVENUE 121,199 (29,525) 116,976 (229,525) (DECREASE) IN BILLINGS IN EXCESS OF COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS, NET (1,229,857) (1,077,811) (1,035,768) (406,576) ----------- ----------- ----------- ----------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 6,410 (848,962) 150,376 (853,439) ----------- ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: PURCHASE OF PROPERTY AND EQUIPMENT (193,017) (146,582) (201,422) (155,139) ----------- ----------- ----------- ----------- NET CASH USED BY INVESTING ACTIVITIES (193,017) (146,582) (201,422) (155,139) ----------- ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: PROCEEDS FROM NOTES PAYABLE AND LONG-TERM DEBT 36,556 309,288 28,456 593,336 REPAYMENT OF NOTES PAYABLE AND LONG-TERM DEBT (300,000) (18,763) (300,000) (471,330) INCREASE IN NOTES RECEIVABLE (40,000) 0 (40,000) 0 DECREASE IN RESTRICTED CASH 328,316 0 325,834 0 ISSUANCE OF COMMON STOCK 525,002 1,000,000 525,002 1,000,000 ----------- ----------- ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES: 549,874 1,290,525 539,292 1,122,006 ----------- ----------- ----------- ----------- NET INCREASE IN UNRESTRICTED CASH AND SHORT-TERM INVESTMENTS 363,267 294,981 488,246 113,428 UNRESTRICTED CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF PERIOD 252,038 127,043 127,059 308,596 ----------- ----------- ----------- ----------- UNRESTRICTED CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD $ 615,305 $ 422,024 $ 615,305 $ 422,024 ----------- ----------- ----------- ----------- THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 6 7 FORM 10-QSB SEPTEMBER 30, 1996 GUNTHER INTERNATIONAL, LTD. NOTES TO CONDENSED FINANCIAL STATEMENTS (1) MANAGEMENT REPRESENTATION: In the opinion of management, the accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles and contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position and the results of operations for the interim periods. These financial statements should be read in conjunction with the financial statements and related notes included in the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1996. The results of operations for the interim period are not necessarily indicative of results to be expected for the full year. (2) PER SHARE DATA: Earnings per common share are based on the fully diluted weighted average number of shares of common stock outstanding during each period. 7 8 FORM 10-QSB SEPTEMBER 30, 1996 GUNTHER INTERNATIONAL, LTD. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: TOTAL SALES: Sales for the three month period ended September 30, 1996 increased 18.4% compared to the same period in 1995. System sales for the three month period ended September 30, 1996 decreased 2.2% from the same period in 1995. Maintenance sales increased 77.6% over the same three month period. Sales for the six month period ended September 30, 1996 increased 22.3% from the same period in 1995. Systems sales increased 4.3% in the six month period ended September 30, 1996 compared to the same period in 1995. Maintenance sales rose 69.6% in the same six month period. The slight decrease in systems sales for the three month period ended September 30, 1996 is primarily attributable to the previously disclosed low systems order backlog existing at March 31, 1996 and the production cycle of approximately six months for the Company's products. On a positive note, total dollar value of orders received in the second quarter of this year exceeded orders received in the same quarter last year by 104% which is expected to have a positive impact on sales reported in future periods. The increase in system sales for the six month period is due to increased market penetration of the Company's products and repeat orders from the existing customer base. The increase in maintenance sales was due primarily to the increased number of systems under maintenance contract in the field. The systems order backlog, consisting of total order price less revenue recognized to date for all signed orders on hand at September 30, 1996 was $2,928,000 compared to $2,208,000 at September 30, 1995. GROSS PROFIT: Gross profit as a percentage of sales for the three month period ended September 30, 1996 increased to 41.3% from 38.6% for the same period last year. Gross profit as a percentage of systems sales increased to 44.5% from 42% for the same period three month period last year. Gross profit as a percentage of maintenance sales increased to 36.3% in the three month period ended September 30, 1996 compared to 28.7% in the same period last year. For the six month period ended September 30, 1996, gross profit as a percentage of sales increased to 42.7% compared to 35.8% in the same period last year. Gross profit as a percentage of systems sales increased to 45.9% from 39.5% for the same six month period last year. Gross profit as a percentage of maintenance sales increased to 37.5% in the six month period ended September 30, 1996 compared to 26.2% in the same period last year. The increase in gross profit percentage for system sales was primarily due to increased manufacturing and purchasing efficiencies, and fewer machines in process with nonstandard features compared to the same period last year. 8 9 FORM 10-QSB SEPTEMBER 30, 1996 GUNTHER INTERNATIONAL, LTD. The increase in gross margin for maintenance sales is primarily due to an increase in higher priced special services provided outside the standard maintenance agreements, and more efficient use of repair parts. OPERATING EXPENSES: Operating expenses include Selling, Administrative and Research and Development expenses. Selling and administrative expenses decreased to 37.1% from 42.1% as a percentage of net sales for the three month period ended September 30, 1996 compared to the same period one year ago. Selling and administrative expenses decreased to 38.8% from 43.5% as a percentage of net sales for the six month period ended September 30, 1996 compared to the same period one year ago. The decrease as a percentage of total sales was due primarily to selling and administrative expenses increasing only 4.3% compared to the same period last year while total sales increased by 18.4% in the same three month period. For the six month period, selling and administrative expenses grew by only 9% compared to the six month period last year, while total revenue increased by 22.3% in the period. This favorable trend reflects management's continued emphasis on holding selling and administrative expenses growth to a lower rate of increase than total sales growth. Research and Development (R&D) expenses decreased as a percentage of net sales to 1.5% in the three month period ended September 30, 1996 from 1.9% for the same three month period in 1994. R&D expenses decreased as a percentage of net sales to 1.5% in the six month period ended September 30, 1996 from 1.8% for the same six month period in 1995. The percentage decrease was due to expenses remaining approximately constant throughout the three and six month periods, while revenue was increasing during the respective periods. OTHER EXPENSES: Net interest expense increased to $70,858 for the three month period ended September 30, 1996 from $47,036 for the same period last year. Net interest expense increased to $118,599 for the six month period ended September 30, 1996 from $114,666 for the same period last year. This was due to the larger balance outstanding under the Company's revolving credit agreement. LIQUIDITY AND CAPITAL RESOURCES The Company's primary need for liquidity is to fund operations while increasing sales and improving gross margins. The Company derives liquidity through systems and maintenance sales (including customer deposits), bank borrowings, financing arrangements with third parties and, 9 10 FORM 10-QSB SEPTEMBER 30, 1996 GUNTHER INTERNATIONAL, LTD. from time to time, sales of its equity securities. During the three month period ended September 30, 1996, the Company had a positive cash flow from operating activities of $6,410 compared to a negative cash flow of $848,962, for the same three month period in 1995. A significant reason for the positive cash flow in the three month period ended September 30, 1996 was the Company's realization of a net profit for the three month period of $40,869 compared to a net loss of $233,211 in the same three month period in 1995. The net profit for the six month period ended September 30, 1996 was $67,771 compared to a net loss of $709,235 in the same six month period in 1995. During the first six months of this fiscal year, operating activities provided $150,376 in cash compared to a use of cash by operating activities of $853,439 in the first six months of last fiscal year. The Company has a $2,000,000 revolving credit agreement with a bank of which $1,700,000 of an available $1,750,000 is outstanding under Facility A, and $125,000 of an available $250,000 is outstanding under Facility B at September 30, 1996. In order to induce the bank to enter into the credit facility, Mr. Harold S. Geneen a director and stockholder of the Company, agreed to provide the bank with sufficient cash collateral to secure all borrowings under Facility A. The borrowings under Facility B are secured by the assets of the Company. In the quarter ended September 30, 1996, the Company paid off a $300,000 long term note to a bank using the restricted cash which had been held by the bank as collateral for the note. The restricted cash in excess of the balance of the outstanding note, $28,316, was transferred to unrestricted cash. On September 6, 1996, the Company completed a private placement of common stock, selling shares of $.001 par value common stock for $525,000. Except for the revolving credit facility described above, the Company does not have any commitments for outside funding of any kind. It must depend, therefore, upon the generation of sufficient internally generated funds and the remaining funds available under its revolving line of credit to fund its operations during fiscal 1996. Based on current projections, management believes that the Company will be able to generate sufficient funds to meet the Company's needs for liquidity during the balance of the year. It is possible that the Company's business may require larger amounts of capital than the Company currently anticipates. There can be no assurance that the Company will be able to obtain such capital. At September 30, 1996, total Stockholders' Equity was $2,204,559 compared to Stockholders' Equity of $1,611,786 at March 31, 1996. Although there are no assurances of success, it is anticipated that the Company will continue to increase its net worth during fiscal 1997. 10 11 FORM 10-QSB SEPTEMBER 30, 1996 GUNTHER INTERNATIONAL, LTD. FACTORS THAT MAY AFFECT FUTURE PERFORMANCE This report contains forward looking statements based on current expectations that involve a number of risks and uncertainties. The factors that could cause actual results to differ materially include the following: general economic conditions and growth rates in the finishing and related industries, competitive factors and pricing pressures, changes in the Company's product mix, technological obsolescence of existing products and the timely development and acceptance of new products, inventory risks due to shifts in market demands, component constraints and shortages, and the ramp-up and expansion of manufacturing capacity. ITEM 3 - LEGAL PROCEEDINGS Mayer-Wittman Joint Ventures, Inc. ("MWJV") brought suit against the Company in the Connecticut Superior Court for the Judicial District of Stamford/Norwalk at Stamford on October 13, 1993. MWJV alleged breach of written contract, breach of oral contract, unjust enrichment and promissory estoppel in connection with the investment banking services plaintiff purportedly rendered to the Company in the period December 14, 1990 to October 14, 1992. The case was tried before a Connecticut State Trial Referee during November, 1995, and a written decision was filed on March 16, 1996. The Referee ruled in the Company's favor on the first four counts of the complaint and against the Company on the fifth count. Judgment was finally entered on August 28, 1996 in the principal amount of $110,000 plus interest at the rate of 10% per year since October 1992. The Company is paying the judgment in installments of $25,000 per month through April 1997. The full amount of the judgment including interest has been accrued on the Company's financial statements in prior periods. A former employee who was terminated from employment on December 3, 1993, filed an application for a prejudgment remedy in the Connecticut Superior Court for the Judicial District of Fairfield at Bridgeport on January 28, 1994 seeking an attachment of $300,000 on Company assets. On March 8, 1995, the court issued a written decision denying the employee's application, holding that the employee had failed to demonstrate "probable cause" that a judgment would be rendered in his favor should the case proceed to trial. On June 12, 1995, the Company was served with a complaint despite the denial of the prejudgment remedy application. The complaint attempts in three counts to set out claims or wrongful discharge under Connecticut common law exceptions to the employment-at-will doctrine. The case was claimed for a jury trial, which has been set for April, 1997. 11 12 FORM 10-QSB SEPTEMBER 30, 1996 GUNTHER INTERNATIONAL, LTD. PART II - OTHER INFORMATION ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS The 1996 Annual Meeting of Stockholders of the Company was convened on August 27, 1996. The following persons were elected directors of the Company by the holders of the Company's Common Stock, par value $.001 per share, with each person having received the votes indicated: Nominee For Against ------- --- ------- James H. Whitney 3,630,657 30,729 Allan W. Morton 3,630,657 30,729 Frederick W. Kolling III 3,630,657 30,729 At the meeting, the holders of the Company's Common Stock also ratified and approved the appointment of Arthur Andersen LLP as the Company's independent public accountants for the current fiscal year. The holders of 3,630,257 shares voted for, 29,929 shares voted against, and 1,200 shares abstained from voting on this proposal. Immediately prior to the meeting, the holders of the Company's Series B Common Stock, par value $.001 per share, took action by unanimous written consent of such holders to elect Messrs. Harold S. Geneen, Gerald H. Newman, Guy W. Fiske and J. Kenneth Hickman directors of the Company. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8 - K (A) EXHIBITS ON FORM 8-K 10.3 -- Building lease between the Company and UNC Incorporated, dated July 31, 1996 (B) REPORTS ON FORM 8-K NO REPORT ON FORM 8-K WAS FILED BY GUNTHER INTERNATIONAL, LTD. DURING THE QUARTER ENDED SEPTEMBER 30, 1996. 12 13 FORM 10-QSB SEPTEMBER 30, 1996 GUNTHER INTERNATIONAL, LTD. 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. GUNTHER INTERNATIONAL, LTD (REGISTRANT) /s/ Frederick W. Kolling III Date: November 12, 1996 ---------------------------- FREDERICK W. KOLLING III VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER (ON BEHALF OF THE REGISTRANT AND AS PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) 13 14 FORM 10-QSB SEPTEMBER 30, 1996 GUNTHER INTERNATIONAL, LTD. EXHIBIT INDEX Pages in Sequentially Exhibit Numbered Number Description Copy - ------ ----------- ---- 10.3 -- Building lease between the Company and UNC Incorporated, dated July 31, 1996 15 - 33 10.4 -- Promissory Note dated September 9, 1996 between James H. Whitney, CEO, Gunther International, Ltd. and the Company 34 - 35 27 -- Financial Data Schedule 36 14