GRADCO SYSTEMS INC
10-Q, 1999-02-08
OFFICE MACHINES, NEC
Previous: AMERICAN GENERAL SERIES PORTFOLIO CO /TX, N-30D, 1999-02-08
Next: NEW ECONOMY FUND, N-30D, 1999-02-08



                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                 FORM 10-Q

                 Quarterly Report Under Section 13 or 15(d)
                   of the Securities Exchange Act of  1934


For Quarter Ended December 31, 1998 Commission file number 0-12829

                             GRADCO SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)
                 
                  Nevada                                        95-3342977
     (State or other jurisdiction of                         (I.R.S. Employer 
      incorporation or organization)                        Identification No.)

    3753 Howard Hughes Pkwy, Ste 200,
            Las Vegas, Nevada                                     89109
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (702) 892-3714

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                  	
                                      -------           -------

Applicable Only to Corporate Issuers:

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

                                                  Number of Shares Outstanding
        Class                                         at December 31, 1998
    -------------                                 ----------------------------

Common Stock, without
      par value                                              7,910,848















                             GRADCO SYSTEMS, INC.
                                    INDEX





                                                          Page Number
Part I.  Financial Information:

     Consolidated Balance Sheets
        at December 31, 1998 and March 31, 1998               3

     Consolidated Statements of Income
        for the Three and Nine Months Ended 
        December 31, 1998 and December 31, 1997               4

     Consolidated Statements of Cash Flows
        for the Nine Months Ended 
        December 31, 1998 and December 31, 1997               5-6
 
     Notes to Unaudited Consolidated Financial Statements     7-10

     Management's Discussion and Analysis of
        Financial Condition and Results of Operations         11-14

Part II.  Other Information                                   15
































                                      -2-
                             GRADCO SYSTEMS, INC.
                         CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)

                                                December 31,     March 31,
                                                    1998            1998
                                                ------------    ------------
                                                 (Unaudited)
                                     ASSETS
Current assets:
     Cash and cash equivalents                     $12,494         $ 8,691
     Short-term investments                          1,000             -  
     Accounts receivable, net                       16,817          29,930
     Inventories                                       821           1,608
     Deferred income taxes                           3,471             552
     Other current assets                            2,423             166
                                                   -------         -------
          Total current assets                      37,026          40,947
Long-term investments                                1,000             -  
Furniture, fixtures and equipment, net                 980           1,290
Excess of cost over acquired net assets              1,202           1,234
Deferred income taxes                                2,620           1,571
Other assets                                         3,527           3,429
                                                   -------         -------
                                                   $46,355         $48,471
                                                   =======         =======

                    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                              $ 7,443         $10,241
     Notes payable to suppliers                     10,667           9,849
     Accrued expenses                                2,373           1,077
     Income taxes payable                              163           2,527
     Current installments of long-term debt              6              13
                                                   -------         -------
          Total current liabilities                 20,652          23,707
Long-term debt, excluding current installments         -                 2
Non-current liabilities                              2,309           1,024
Excess of fair value of net assets acquired
   over cost                                         1,300           1,600
Minority interest                                      666             665

Shareholders' equity:
     Common stock, no par value; authorized
        30,000,000 shares, 7,910,848 and
        7,854,598 shares outstanding
        December 31, 1998 and
        March 31, 1998, respectively                45,711          45,325
     Accumulated deficit                           (26,919)        (23,972)
     Currency translation adjustment                 2,636             120
                                                   -------         -------
                                                    21,428          21,473
                                                   -------         -------
                                                   $46,355         $48,471
                                                   =======         =======


         See accompanying notes to consolidated financial statements.

                                      -3-
                             GRADCO SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF INCOME
                  (in thousands, except per share amounts)

                                  (Unaudited)

                                    Three Months Ended      Nine Months Ended
                                   --------------------    --------------------
                                    Dec. 31,   Dec. 31,     Dec. 31,   Dec. 31,
                                     1998       1997         1998       1997
                                   ---------  ---------    ---------  ---------
Revenues:

Net sales                           $19,909    $23,548      $62,407    $92,135
Development engineering services        106        666          612      1,259
Licenses and royalties                  484        715        1,754      2,222
                                    -------    -------      -------    -------
                                     20,499     24,929       64,773     95,616
                                    -------    -------      -------    -------
Costs and expenses:

Cost of sales                        15,934     19,186       49,919     75,046
Research and development                585      1,085        2,118      2,779
Selling, general and administrative   3,771      2,542        8,313      8,387
Provision for doubtful Mita
     receivable                         -          -          5,619        -
Hamma litigation settlement           5,000        -          5,000        -
                                    -------    -------      -------    -------
                                     25,290     22,813       70,969     86,212
                                    -------    -------      -------    -------
Income (loss) from operations        (4,791)     2,116       (6,196)     9,404

Interest expense                         (1)       (10)          (2)       (12)
Interest income                          56         37          166        127
                                    -------    -------      -------    -------
Earnings (loss) before income taxes
     and minority interest           (4,736)     2,143       (6,032)     9,519
Income tax expense                   (1,775)       766       (3,014)     3,903
Minority interest                        (8)        11          (71)     1,097
                                    -------    -------      -------    -------
     Net earnings (loss)            $(2,953)   $ 1,366      $(2,947)   $ 4,519
                                    =======    =======      =======    =======

Basic earnings (loss)
     per common share               $ (0.37)   $  0.18      $ (0.37)   $  0.58
                                    =======    =======      =======    =======
Average shares outstanding,
     basic EPS                        7,911      7,801        7,893      7,800
                                    =======    =======      =======    =======
Diluted earnings (loss)
     per common share               $ (0.37)   $  0.17      $ (0.37)   $  0.56
                                    =======    =======      =======    =======
Average shares outstanding,
     diluted EPS                      7,911      8,206        7,893      8,016
                                    =======    =======      =======    =======

          See accompanying notes to consolidated financial statements.


                                      -4-
                             GRADCO SYSTEMS, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Dollars in thousands)

                                  (Unaudited)

                                                        Nine Months Ended
                                                     -----------------------
                                                      Ded. 31,      Dec. 31,
                                                       1998          1997
                                                     ---------     ---------
Cash flows from operating activities:
Net income (loss)                                     $(2,947)      $ 4,519
                                                      -------       -------
Adjustments to reconcile net income to
     net cash provided by operating activities:
        Depreciation                                      580           767
        Amortization                                       68           586
        Deferred income taxes                          (3,317)         (328)
        Provision for losses on accounts receivable     5,955           -  
        Stock-based compensation                          228           328
        Installment portion of Hamma
             litigation settlement                      5,000           -
        Minority interest                                 (71)        1,097 
        Decrease (increase) in accounts receivable      7,793        (3,642)
        Decrease (increase) in inventories                823          (181)
        (Increase) decrease in prepaid assets          (2,095)          155
        Decrease in other assets                          891           263 
        Decrease in accounts payable                   (3,367)       (3,380)
        (Decrease) increase in notes payable
             to suppliers                                (555)          187
        Increase in accrued expenses                       67           388 
        (Decrease) increase in income taxes payable    (2,340)          297 
        Increase in other liabilities                     122           142 
                                                      -------       -------
          Total adjustments                             6,782        (3,321)
                                                       -------       -------
          Net cash provided by operations               3,835         1,198
                                                      -------       -------
Cash flows from investing activities:
     Purchase of investments                           (2,000)          - 
     Acquisition of property and equipment               (191)         (273)
     Purchase of minority interest                        -         (12,704) 
                                                      -------       -------
          Net cash used in investing activities        (2,191)      (12,977)
                                                      -------       -------













                                      -5-
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)

                                                        Nine Months Ended
                                                     -----------------------
                                                      Dec. 31,      Dec. 31,
                                                       1998          1997
                                                     ---------     ---------
Cash flows from financing activities:
     Repayment of notes in excess of three months          (9)           (9)
     Proceeds from exercise of stock options              158            30 
                                                      -------       -------
         Net cash provided by financing activities        149            21
                                                      -------       -------
         Effect of exchange rate changes on cash        2,010          (213)
                                                      -------       -------
Net increase (decrease) in cash and cash equivalents    3,803       (11,971)
Cash and cash equivalents at beginning of period        8,691        18,335
                                                      -------       -------
Cash and cash equivalents at end of period            $12,494       $ 6,364
                                                      =======       =======


Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:
Interest                                               $    2        $   12
Income taxes                                            2,666         4,131



         See accompanying notes to consolidated financial statements.




























                                      -6-
                             GRADCO SYSTEMS, INC.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  INTERIM ACCOUNTING POLICY

The accompanying consolidated financial statements include the accounts of 
Gradco Systems, Inc. and its wholly and majority-owned subsidiaries (the 
"Company").  All significant intercompany balances and transactions have been 
eliminated in consolidation.

In the opinion of the Company's management, the accompanying unaudited 
statements include all adjustments (which include only normal recurring 
adjustments) necessary for a fair presentation of the financial position of the 
Company at December 31, 1998 and the results of operations and cash flows for 
the three and nine months ended December 31, 1998 and 1997.  Although the 
Company believes that the disclosures in these financial statements are 
adequate to make the information presented not misleading, certain information 
and footnote disclosures normally included in financial statements prepared in 
accordance with generally accepted accounting principles have been condensed or 
omitted pursuant to the rules and regulations of the Securities and Exchange 
Commission.  Results of operations for interim periods are not necessarily 
indicative of results of operations to be expected for the full year.

A foreign currency translation loss of $1,102,000 is included in selling, 
general and administrative expenses for the three months ended December 31, 
1998 compared to a gain of $346,000 in the corresponding quarter of the prior 
year.  In the nine months ended December 31, 1998 and 1997, there were foreign 
currency translation losses of $742,000 and $128,000, respectively.

The financial information included in this quarterly report should be read in 
conjunction with the consolidated financial statements and related notes 
thereto in the Company's Annual Report on Form 10-K for the fiscal year ended 
March 31, 1998.

NOTE 2:  INVENTORIES

Inventories are summarized as follows:
                                           (Dollars in Thousands)
                                             Dec. 31,   March 31,
                                              1998        1998
                                            ---------   ---------
Raw materials                                $  159      $  128
Work-in-process                                 365         992
Finished goods                                  297         488
                                             ------      ------
                                             $  821      $1,608
                                             ======      ======

NOTE 3:  INCOME TAXES

The effective consolidated income tax rate used by the Company is based on the 
estimated annual effective tax rates for the fiscal years in the countries 
where the Company operates applied to results of the quarter.






                                      -7-
                             GRADCO SYSTEMS, INC.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4:  NET EARNINGS PER SHARE

Basic EPS is computed by dividing net income by the weighted average number of 
common shares outstanding during the period.  Diluted EPS reflects the 
potential dilution that could occur if stock options and other contracts to 
issue common stock were exercised or converted into common stock or resulted in 
the issuance of common stock that then shared in the earnings of the entity. 
For the three and nine months ended December 31, 1998, there is no difference 
in the average shares outstanding between diluted and basic because there were 
net losses in both periods.  For all periods presented, the net earnings 
available to common shareholders is the same for both basic and diluted EPS and 
is equal to the net earnings stated in the Consolidated Statements of Income.  
Basic and diluted EPS do not differ materially from earnings per share 
previously presented.  A reconciliation of the average number of outstanding 
shares used in the computation of basic EPS to that used in the computation of 
diluted EPS is shown in the following table (in thousands):

                                 Three Months Ended     Nine Months Ended
                                --------------------   --------------------
                                 Dec. 31,   Dec. 31,    Dec. 31,   Dec. 31,
                                  1998       1997        1998       1997
                                ---------  ---------   ---------  ---------

Average shares outstanding,
     basic EPS                    7,911      7,801       7,893      7,800
Effect of dilutive securities:
     Stock options                  -          405         -          216
                                 ------     ------      ------     ------
Average shares outstanding,
     diluted EPS                  7,911      8,206       7,893      8,016
                                 ======     ======      ======     ======

NOTE 5:  COMPREHENSIVE INCOME

Effective in the first quarter of fiscal 1999, the Company adopted Statement of 
Financial Accounting Standards No. 130 ("SFAS 130"), REPORTING COMPREHENSIVE 
INCOME.  SFAS 130 establishes standards for reporting and displaying of 
comprehensive income and its components in the Company's consolidated financial 
statements.  Comprehensive income is defined in SFAS 130 as the change in 
equity (net assets) of a business enterprise during a period from transactions 
and other events and circumstances from nonowner sources.  Total comprehensive 
income (loss) was $(1,325,000 and $(1,639,000) for the three and nine months 
ended December 31, 1998, respectively and $721,000 and $4,558,000 for the three 
and mine months ended December 31, 1997, respectively.  The difference from net 
income or loss as reported is the tax affected change in the cumulative 
currency translation adjustment.

NOTE 6:  NEW ACCOUNTING STANDARDS

In June 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 131, DISCLOSURES ABOUT SEGMENTS OF AN 
ENTERPRISE AND RELATED INFORMATION.  This statement, which will become 
effective in fiscal 1999, expands or modifies disclosures and will have no 
impact on the Company's consolidated financial position, results of operations 
or cash flows.

                                      -8-
                             GRADCO SYSTEMS, INC.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7:  COMMITMENTS AND CONTINGENCIES

In the following litigation, material claims have been asserted against the 
Company:

DUBOIS V. GRADCO SYSTEMS, INC. ET AL.  In 1989, the Company and its (now 
former) president, Keith Stewart, were sued in the U.S. District Court in 
Connecticut by R. Clark DuBois, a former employee of the Company.  The 
complaint primarily alleges misrepresentation and fraudulent concealment by 
Gradco and Mr. Stewart in connection with an agreement entered into in 1983 
with Mr. DuBois terminating and releasing the Company from royalty obligations 
under a prior royalty agreement.  The complaint, which has been amended a 
number of times, seeks unspecified damages and other relief.

In March 1992, Mr. DuBois and John C. Hamma (whose related case has been 
settled) filed an Application for Prejudgment Remedy ("PJR") against the 
Company and Gradco (Japan) Ltd. ("GJ") seeking to attach $10,000,000 of assets 
of each of the two companies.  This Application was dismissed as respects GJ.  
In November 1992, the Company and DuBois and Hamma (together the "Plaintiffs") 
agreed in principle to a Consent Order instead of proceeding with a hearing on 
the PJR.  If during the pendency of the lawsuits the Company desires to sell, 
transfer or take any other action which would affect its ownership of stock in 
GJ, it has agreed to give 30 days prior notice to the Plaintiffs, who will then 
be permitted, if they so request, to renew the PJR within the notice period.  
Should Plaintiffs do so, the Company has agreed to forbear from proceeding with 
any such transaction for a limited period.

On December 17, 1998, following a federal District Court decision finding that 
Gradco was liable to Mr. Hamma and Tenex, his transferee, for undetermined 
damages in connection with their release in 1982 of obligations of Gradco under 
an agreement providing royalties based on Gradco income from Hamma inventions, 
the parties settled the matter before completion of the damages trial and any 
appeals.  Pursuant to such settlement, Gradco agreed to pay $5 million and 
issued 250,000 five-year warrants exercisable at $4.00 per share.  At the date 
of closing Gradco paid $3 million in cash and provided an irrevocable letter of 
credit securing its obligation to pay the remaining $2 million in two equal 
installments on November 15, 1999 and November 15, 2000. On an after-tax basis, 
this charge amounted to $3,300,000 or $.42 per share in the three and nine 
months ended December 31, 1998.

The DuBois suit will be tried as to liability and damages together. There are 
substantial differences between the Hamma and DuBois cases.  The Company is 
presently unable to determine the amount of damages which is likely to be 
awarded if DuBois is successful in his lawsuit.  Although the DuBois case will 
also be tried before a jury so that there are substantial elements of 
uncertainty, the Company believes that the DuBois case will not have a material 
adverse effect on its consolidated financial position, or on its results of 
operations or liquidity.








                                      -9-
                             GRADCO SYSTEMS, INC.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8: MITA BANKRUPTCY

On August 10, 1998, the Company learned that Mita Industrial Co. Ltd. ("Mita"), 
one of GJ's largest customers, had filed a petition in Japan along with five of 
its affiliates for the Japanese equivalent of a Chapter XI Reorganization.  The 
Company has established an allowance of $5.7 million, representing all of 
Mita's remaining indebtedness to Gradco as of the bankruptcy date.  On an 
after-tax and minority interest basis, this charge amounted to $2,842,000, or 
$.36 per share, in the nine months ended December 31, 1998.















































                                      -10-
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


In addition to historical information, management's discussion and analysis 
includes certain forward-looking statements, including those related to the 
Company's growth and strategies, regarding events and financial trends that may 
affect the Company's future results of operations and financial position.  The 
Company's actual results and financial position could differ materially from 
those anticipated in the forward-looking statements as a result of competition, 
general economic and business conditions, changes in technology, fluctuations 
in the rates of exchange of foreign currency and other risks and uncertainties 
over which the Company has little or no control.

The Company's operations are conducted principally through its wholly-owned 
subsidiaries Venture Engineering, Inc. ("Venture") and Gradco (USA) Inc. ("GU") 
and its majority-owned subsidiary Gradco (Japan) Ltd. ("GJ").  Venture performs 
contract engineering and manufacturing services for OEMs and other customers, 
primarily for the U.S. market.  GJ and GU design, develop, produce (by 
contract) and market on a worldwide basis, intelligent paper handling devices 
for office copiers, computer controlled printers and facsimile machines.

GJ and GU operate jointly in the development and marketing of products to their 
customer base, primarily OEMs.  Both companies sell into the U.S. domestic and 
foreign marketplace at similar profit margins, after elimination of 
intercompany profits.  Sales are denominated for the most part in Japanese yen 
and U.S. dollars, corresponding to the currency charged for the product by the 
contract manufacturer.  Although the gross profit margin percentage is thus 
protected from foreign currency fluctuations, translation gains and losses can 
still occur when receivables and payables are denominated in other than the 
local currency of each company.

RESULTS OF OPERATIONS

Revenues for the three and nine months ended December 31, 1998 decreased 
$4,430,000 and $30,843,000, respectively, from the comparable prior year 
periods principally as a result of decreases in net sales.  Unit sales in the 
copier market decreased 17% in the quarter from the comparable quarter in the 
prior year and 5% from the previous quarter of the current year.  The yen 
strengthened considerably during the quarter and was up 4% against the dollar 
when compared to the same period in the previous year.  Sales denominated in 
yen were $0.5 million higher than they would have been at last year's rate.  In 
the nine-month period, unit sales in the copier market decreased 31% and the 
yen decreased by 9% against the dollar.  Sales denominated in yen were $3.1 
million lower than they would have been had the yen not decreased when compared 
to the same period in the previous year.

The decrease in unit sales is primarily attributable to the shift from analog 
to digital copiers by the Company's OEM customers as was discussed in previous 
reports.  The Company is attempting to provide new products to the digital 
market and is reviewing cost savings which could be made to lessen the effect 
of the change in the market.  It is not currently possible to gauge with any 
accuracy the adverse effect of the market change or the degree to which such 
effect will be softened by the steps being taken by the Company to meet such 
change.




                                      -11-
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Gross margin on net sales increased to 20.0% from 18.5% for both the three and 
nine-month periods ended December 31, 1998 and 1997, respectively, primarily 
from a change in product mix toward higher margin units.

Research and development expenses ("R&D") in the current quarter totaled 
$585,000, 2.9% of revenues, compared to $1,085,000, 4.4% of revenues, in the 
prior year's comparable period.  For the nine months ended December 31, 1998 
and 1997, R&D totaled $2,118,000, 3.3% of revenues, and $2,779,000, 2.9% of 
revenues, respectively.

Selling, general and administrative expenses ("SG&A") in the current quarter 
totaled $3,771,000, 18.4% of revenues, compared to $2,542,000, 10.2% of 
revenues, in the prior year's comparable period, an increase of $1,229,000.  
This increase was principally attributable to an increase of $1,448,000 in 
foreign currency translation losses.  For the nine months ended December 31, 
1998 and 1997, SG&A totaled $8,313,000, 12.8% of revenues and $8,387,000, 8.8% 
of revenues, respectively, a decrease of $74,000. The favorable translation of 
SG&A at GJ associated with the weaker yen during this period accounted for a 
decrease of approximately $471,000 in SG&A and the increase in amortization of 
negative goodwill arising from the sale of GU from GJ to Gradco Systems, Inc 
accounted for another $200,000.  These decreases were offset by an increase of 
$614,000 in foreign currency translation losses. In addition to the normal SG&A 
expenses, the Company has taken a $5,000,000 charge in the current quarter and 
year-to-date period for the settlement of the Hamma litigation and a $5,619,000 
charge in the year-to-date period due to the bankruptcy petition filed by one 
of GJ's largest customers.  On an after-tax basis, these charges amounted to 
$3,300,000, or $.42 per share, in the current quarter and $6,142,000, or $.78 
per share, in the nine months ended December 31, 1998.  For further information 
regarding these situations, see Notes 7 and 8 of Notes to Unaudited 
Consolidated Financial Statements.

As a result of the above factors, earnings before income taxes and minority 
interest decreased from a gain of $2,143,000 in the quarter ended December 31, 
1997 to a loss of $4,736,000 in the current quarter and from a gain of 
$9,519,000 in the nine months ended December 31, 1997 to a loss of $6,032,000 
in the current nine-month period. 

Minority interest decreased more than proportionally in the nine-month period 
due to the buyback of GJ shares in the second and third quarters of the prior 
year which increased the Company's ownership in GJ from 58.6% to 97.3%.
















                                      -12-
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

Working capital decreased to $16,374,000 at December 31, 1998 from $17,240,000 
at March 31, 1998.  At December 31, 1998, the Company had $12,494,000 in cash, 
an increase of $3,803,000 from March 31, 1998, and no long-term debt. $3.8 
million of cash was provided by operations.  $2.6 million of cash was provided 
by net earnings before non-cash provisions for depreciation, amortization, 
deferred taxes, provision for losses on accounts receivable, stock-based 
compensation and the installment portion of the litigation settlement, $7.8 
million was provided by a decrease in accounts receivable, $0.8 million from a 
decrease in inventories, $0.9 from a decrease in other assets and $0.2 million 
from an increase in accrued expenses and other liabilities. $2.1 million of 
cash was used to fund the increase in prepaid expenses and $6.3 million was 
used to pay down accounts payable, notes payable to suppliers and income taxes 
payable.  $2.0 million was invested in short and long-term certificates of 
deposits with maturities matching the scheduled installment payments on the 
litigation settlement.  Cash increased $2.0 million as a result of exchange 
rate changes.  GJ has informal credit facilities with a Japanese bank .  There 
were no borrowings under this facility at December 31, 1998.  The Company 
believes that its cash and credit facilities are adequate for its short and 
long-term operational needs.  At December 31, 1998, there were no material 
commitments for capital expenditures.

On December 17, 1998, following a federal District Court decision finding that 
Gradco was liable to John C. Hamma, a former employee, and Tenex, his 
transferee, for undetermined damages in connection with their release in 1982 
of obligations of Gradco under a 1979 agreement providing royalties based on 
Gradco income from Hamma inventions, the parties settled the matter before 
completion of the damages trial and any appeals.  Pursuant to such settlement, 
Gradco agreed to pay $5 million and issued 250,000 five-year warrants 
exercisable at $4.00 per share.  At the date of closing Gradco paid $3 million 
in cash and provided an irrevocable letter of credit securing its obligation to 
pay the remaining $2 million in two equal installments on November 15, 1999 and 
November 15, 2000.

A lawsuit remains pending by R. Clark DuBois, also a former employee, in which 
fraud is claimed in connection with the acquisition by Gradco of a release from 
Mr. DuBois of his royalty agreement.  In this case, with Gradco's consent, the 
liability and damages phases have been consolidated.  The facts in the DuBois 
case differ from those in the Hamma case in many significant respects.  
Although the case will be tried before a jury, so that there are substantial 
elements of uncertainty, the Company continues to believe that the case will 
not have a material adverse effect on its consolidated financial position, or 
on its results of operations or liquidity.












                                      -13-
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

IMPACT OF THE YEAR 2000

The Registrant and its subsidiaries have addressed the impact of the Year 2000 
on their internal accounting and operating systems and have determined that 
these systems are Year 2000 compliant as a result of the recent purchases of 
computer software upgrades.  The Registrant is completing an assessment of how 
its interface with customers and suppliers, in connection with sales and 
purchase orders, might be impacted.  This assessment is expected to be 
completed before the end of the current fiscal year.  To date, there do not 
appear to be any issues which would have a material impact on the Registrant's 
results of operations, liquidity or capital resources.













































                                      -14-
                                   PART II
                              OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
          The information regarding the current status of the Hamma and DuBois 
          lawsuits, contained in Note 7 of Notes to Unaudited Consolidated
          Financial Statements set forth in Part I of this Report, is hereby
          incorporated by reference in response to this Item 1.

ITEM 2.   CHANGES IN SECURITIES
          Not Applicable.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          Not Applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          Not Applicable.

ITEM 5.   OTHER INFORMATION
          Not Applicable.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
          (a)  Exhibits.
          None.
          (b)  Reports on Form 8-K.
          None.

































                                      -15-
                                 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.


                            GRADCO SYSTEMS, INC.
                            Registrant


                            By:


Date:  February 8, 1998     HARLAND L. MISCHLER
                            Harland L. Mischler
                            Executive Vice President, Chief Financial Officer
                            (Principal Financial and Chief Accounting Officer)









































                                      -16-


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the 12/31/98
Form 10-Q and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-1999
<PERIOD-END>                               DEC-31-1998
<CASH>                                          12,494
<SECURITIES>                                         0
<RECEIVABLES>                                   24,093
<ALLOWANCES>                                     7,276
<INVENTORY>                                        821
<CURRENT-ASSETS>                                37,026
<PP&E>                                           6,908
<DEPRECIATION>                                   5,928
<TOTAL-ASSETS>                                  46,355
<CURRENT-LIABILITIES>                           20,652
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        45,711
<OTHER-SE>                                    (24,283)
<TOTAL-LIABILITY-AND-EQUITY>                    46,355
<SALES>                                         62,407
<TOTAL-REVENUES>                                64,773
<CGS>                                           49,919
<TOTAL-COSTS>                                   60,350
<OTHER-EXPENSES>                                 5,000
<LOSS-PROVISION>                                 5,619
<INTEREST-EXPENSE>                               (164)
<INCOME-PRETAX>                                (6,032)
<INCOME-TAX>                                   (3,014)
<INCOME-CONTINUING>                            (2,947)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (2,947)
<EPS-PRIMARY>                                    (.37)
<EPS-DILUTED>                                    (.37)
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission