GUNTHER INTERNATIONAL LTD
10QSB/A, 1997-11-07
OFFICE MACHINES, NEC
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<PAGE>   1
                                   FORM 10-QSB/A
                       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 June 30, 1997

[ ]      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 August
12, 1997 was 4,283,269

Transitional Small Business Disclosure Format (check one):

                                YES      NO  X  
                                   -----   -----

                       Exhibit Index is located at Page 12


<PAGE>   2
                               INTRODUCTORY NOTE

     The Amendment No. 1 to the Quarterly Report on Form 10-QSB of Gunther
International, Ltd. (the "Company") is being filed to correct an error
contained in the financial statements filed with the original report. The Net
(Loss), Income line included in the Statements of Income filed with the
original report incorrectly indicated that amounts placed within parenthesis
were income figures and amounts not placed within parenthesis were loss
figures. All other references to the net income and/or net loss of the Company
included within the report were correctly stated.
<PAGE>   3
                                                                   FORM 10-QSB
                                                                   JUNE 30, 1997

PART I - CONDENSED FINANCIAL STATEMENTS

ITEM 1 - FINANCIAL STATEMENTS

                           GUNTHER INTERNATIONAL, LTD.
                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                             June 30,         March 31,
                                               1997             1997
                                           (UNAUDITED)
<S>                                         <C>              <C>       
CURRENT ASSETS:
CASH                                        $  183,678       $  261,700
ACCOUNTS RECEIVABLE                          1,465,984        1,298,765
COSTS AND ESTIMATED EARNINGS
    IN EXCESS OF BILLINGS
    ON UNCOMPLETED CONTRACTS                 1,322,982        1,403,715
INVENTORIES                                  1,768,155        1,262,435
PREPAID EXPENSES                                94,931           90,531
                                            ----------       ----------

TOTAL CURRENT ASSETS                         4,835,730        4,317,146
                                            ----------       ----------

PROPERTY AND EQUIPMENT:
    MACHINERY AND EQUIPMENT                  1,136,777        1,099,208
    FURNITURE AND FIXTURES                     207,671          187,294
    LEASEHOLD IMPROVEMENTS                     232,634          229,804
                                            ----------       ----------

                                             1,577,082        1,516,306
LESS - ACCUMULATED DEPRECIATION
    AND AMORTIZATION                           544,796          483,069
                                            ----------       ----------

NET PROPERTY AND EQUIPMENT                   1,032,286        1,033,237
                                            ----------       ----------

OTHER ASSETS:
    EXCESS OF COST OVER FAIR VALUE OF
        NET ASSETS ACQUIRED, NET             3,389,423        3,445,293
    DEFERRED PREPRODUCTION COSTS               499,344          457,189
    NOTES RECEIVABLE
        FROM STOCKHOLDERS                       40,000           40,000
    INVESTMENT, AT LOWER OF COST
        OR MARKET                               30,000           30,000
    OTHER                                       49,638           40,828
                                            ----------       ----------

TOTAL OTHER ASSETS                           4,008,405        4,013,310
                                            ----------       ----------

TOTAL LONG-TERM ASSETS                       5,040,691        5,046,547
                                            ----------       ----------

TOTAL ASSETS                                $9,876,421       $9,363,693
                                            ==========       ==========
</TABLE>

                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                           THESE FINANCIAL STATEMENTS

                                        

<PAGE>   4

                                                                   FORM 10-QSB
                                                                   JUNE 30, 1997


                           GUNTHER INTERNATIONAL, LTD.
                                 BALANCE SHEETS


                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                     JUNE 30,            MARCH 31,
                                                       1997                1997
                                                   (UNAUDITED)
<S>                                                <C>                 <C>         
ACCOUNTS PAYABLE                                   $  2,788,248        $  2,059,506
ACCRUED EXPENSES                                        394,099             479,043
NOTE PAYABLE AND CURRENT MATURITIES
    OF LONG-TERM DEBT                                   401,866             401,866
BILLINGS IN EXCESS OF COSTS AND ESTIMATED
    EARNINGS ON UNCOMPLETED CONTRACTS                   740,481             771,016
DEFERRED SERVICE CONTRACT REVENUE                     1,211,145           1,057,443
                                                   ------------        ------------

TOTAL CURRENT LIABILITIES                             5,535,839           4,768,874
                                                   ------------        ------------

LONG-TERM DEBT, LESS CURRENT MATURITIES               2,186,962           2,213,618

TOTAL LIABILITIES                                     7,722,801           6,982,492

STOCKHOLDERS' EQUITY:
COMMON STOCK, $.001 PAR VALUE;
     AUTHORIZED 16,000,000 SHARES IN 1997;
     ISSUED AND OUTSTANDING 4,283,269 SHARES
     AT JUNE 30 AND MARCH 31, 1997                        4,283               4,283
SERIES B COMMON STOCK, $.001 PAR VALUE;
     500 SHARES AUTHORIZED, ISSUED AND
     OUTSTANDING AT JUNE 30
     AND MARCH 31, 1997                                       1                   1
ADDITIONAL PAID-IN CAPITAL                           11,375,825          11,375,826
ACCUMULATED DEFICIT                                  (9,226,489)         (8,998,909)
                                                   ------------        ------------

TOTAL STOCKHOLDERS' EQUITY                            2,153,620           2,381,201
                                                   ------------        ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $  9,876,421        $  9,363,693
                                                   ============        ============
</TABLE>


                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                           THESE FINANCIAL STATEMENTS


                                        
<PAGE>   5
                                                                   FORM 10-QSB
                                                                   JUNE 30, 1997


                           GUNTHER INTERNATIONAL, LTD.
                              STATEMENTS OF INCOME
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED
                                           JUNE 30,            JUNE 30,
                                             1997               1996
                                             ----               ----
<S>                                       <C>                <C>
SALES:
   SYSTEMS                                $ 1,714,178        $ 2,280,456

   MAINTENANCE                              1,513,084          1,365,182
                                          -----------        -----------

TOTAL SALES                                 3,227,262          3,645,638
                                          -----------        -----------

COST OF SALES:
    SYSTEMS                                   958,948          1,201,046

    MAINTENANCE                               921,833            835,533
                                          -----------        -----------

TOTAL COST OF SALES                         1,880,781          2,036,579
                                          -----------        -----------

GROSS PROFIT                                1,346,481          1,609,059
                                          -----------        -----------

OPERATING EXPENSES:
    SELLING AND ADMINISTRATIVE              1,471,594          1,481,386

    RESEARCH AND DEVELOPMENT                   51,191             53,030
                                          -----------        -----------

TOTAL OPERATING EXPENSES                    1,522,785          1,534,416
                                          -----------        -----------

OPERATING (LOSS), INCOME                     (176,304)            74,643

OTHER EXPENSES

    INTEREST EXPENSE                          (51,276)           (47,741)

NET (LOSS), INCOME                        ($  227,580)       $    26,902
                                          ===========        ===========

NET (LOSS), INCOME PER SHARE              ($     0.05)       $      0.00

WEIGHTED AVERAGE SHARES OUTSTANDING         4,567,399          4,133,269
</TABLE>


                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                           THESE FINANCIAL STATEMENTS

                                        

<PAGE>   6
                                                                   FORM 10-QSB
                                                                   JUNE 30, 1997


                           GUNTHER INTERNATIONAL, LTD.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED
                                                JUNE 30,       JUNE 30,
                                                 1997           1996
                                               ---------      ---------
<S>                                            <C>            <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
NET (LOSS), INCOME                             ($227,580)     $  26,902
ADJUSTMENTS TO RECONCILE NET (LOSS),
    INCOME TO NET CASH PROVIDED
    BY OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION                    153,041        149,312
(INCREASE) DECREASE IN ACCOUNTS RECEIVABLE      (167,219)       102,121
(INCREASE) DECREASE  IN INVENTORIES             (505,720)       188,604
(INCREASE) IN PREPAID EXPENSES
    AND OTHER ASSETS                             (13,210)       (93,492)
INCREASE (DECREASE) IN ACCOUNTS PAYABLE          728,742       (506,546)
(DECREASE) INCREASE IN ACCRUED EXPENSES          (84,944)        84,717
INCREASE (DECREASE) IN DEFERRED SERVICE
    CONTRACT REVENUE                             153,702         (4,223)
INCREASE IN BILLINGS IN EXCESS
    OF COSTS AND ESTIMATED EARNINGS
    ON UNCOMPLETED CONTRACTS, NET                 50,198        194,089
                                               ---------      ---------
NET CASH PROVIDED BY OPERATING
    ACTIVITIES                                    87,010        141,484
                                               ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
CAPITAL EXPENDITURES                            (138,376)        (8,405)
                                               ---------      ---------
NET CASH USED FOR INVESTING ACTIVITIES          (138,376)        (8,405)
                                               ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
REPAYMENT OF NOTES PAYABLE AND
    LONG-TERM DEBT                               (26,656)        (8,100)
                                               ---------      ---------
NET CASH USED BY FINANCING ACTIVITIES            (26,656)        (8,100)
                                               ---------      ---------

NET (DECREASE) INCREASE IN CASH                  (78,022)       124,979

CASH AT THE BEGINNING OF THE PERIOD              261,700        127,059
                                               ---------      ---------

CASH AT THE END OF THE PERIOD                  $ 183,678      $ 252,038
                                               ---------      ---------
</TABLE>


The Company paid $0 and $7,926 for income taxes and $51,276 and $46,068 for
interest expense for the three month periods ended June 30, 1997 and 1996
respectively.


                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                           THESE FINANCIAL STATEMENTS

                                        
<PAGE>   7
                                                                   FORM 10-QSB
                                                                   JUNE 30, 1997

                           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 principals 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 presented. 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, 1997. 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 weighted average
number of shares of common stock outstanding during each period.

                                        
<PAGE>   8
                                                                   FORM 10-QSB
                                                                   JUNE 30, 1997

                           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 7, 1997
                  --------------------------------------

                          FREDERICK W. KOLLING III
                   VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                                AND TREASURER
                     (ON BEHALF OF THE REGISTRANT AND AS
                 PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)


                                       


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