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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 June 30, 2002

Commission file number 0-12829

GRADCO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

(949) 206-6100
(Registrant's telephone number, including area code)

        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 ý    No o

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:

GRADCO SYSTEMS, INC.

INDEX

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GRADCO SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

See accompanying notes to consolidated financial statements.

3

GRADCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

See accompanying notes to consolidated financial statements.

4

GRADCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

See accompanying notes to consolidated financial statements.

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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 consolidated financial statements include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the financial position of the Company at June 30, 2002 and the results of operations and cash flows for the three months ended June 30, 2002 and 2001. 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.

        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, 2002.

NOTE 2: REALIZATION OF ASSETS

        The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has sustained substantial losses from operations in recent years. In addition, the Company has used, rather than provided, cash in its operations and has experienced a significant reduction in its sales volume. These factors raise substantial doubt about the Company's ability to continue as a going concern.

        In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon growth of revenues and the success of future operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

        Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue in existence: the Company has shut down the operations of Venture Engineering, Inc. ("Venture", see Note 3), reduced the size of its workforce and reduced other costs in an attempt to conserve cash. The Company's survival as a going concern is dependent on the development of new sources in Japan and South Korea for the manufacture and engineering of products and the obtaining of tooling for such manufacture within the limits of its financial resources. However, there can be no assurance that these activities will be sufficient to reduce expenses quickly and sufficiently enough to meet declining revenues, if they persist.

NOTE 3: RECENT ACCOUNTING PRONOUNCEMENTS

        In June 2001, the FASB issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." Under these new standards, all acquisitions subsequent to

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June 30, 2001 must be accounted for using the purchase method of accounting. The cost of intangible assets with indefinite lives and goodwill are no longer amortized, but are subject to an annual impairment test based upon its fair value.

        In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143"). SFAS 143 establishes accounting standards for recognition and measurement of a liability for the costs of asset retirement obligations. Under SFAS 143, the costs of retiring an asset will be recorded as a liability when the retirement obligation arises, and will be amortized to expense over the life of the asset.

        In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and discontinued operations, and it provides guidance on estimating future cash flows to test recoverability.

        The implementation of these pronouncements in fiscal 2003 has not had a material impact on the Company's financial position or results of operations.

NOTE 4: DISCONTINUED OPERATIONS

        In fiscal 2002, the Company announced its intention to shut down Venture, one of its wholly-owned subsidiaries. The Board of Directors approved a plan to dispose of the business, which was substantially completed by March 31, 2002.

        The disposal of Venture has been accounted for as a discontinued operation and, accordingly, its net liabilities have been segregated from continuing operations in the accompanying consolidated balance sheets, and its operating results are segregated and reported as discontinued operations in the accompanying consolidated statements of operations and cash flows. The Company has not recorded a tax benefit attributable to the loss from discontinued operations due to losses from continuing operations and the uncertainty of recoverability.

        Information relating to the discontinued operations of Venture is as follows (dollars in thousands):

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        The net liabilities, excluding cash of $71,000 and $116,000 as of June 30, 2002 and March 31, 2002, respectively, of the discontinued operations of Venture included in the accompanying consolidated balance sheets as of June 30, 2002 and March 31, 2002 are as follows (dollars in thousands):

NOTE 5: DETAILS OF CERTAIN CONSOLIDATED BALANCE SHEET CAPTIONS

        Inventories are summarized as follows:

        Inventory reserves for excess and obsolete inventories were $184,000 and $229,000 for June 30, 2002 and March 31, 2002.

        Other assets are summarized as follows:

NOTE 6: INCOME TAXES

        The Company has federal net operating loss carryforwards ("NOLs") for tax reporting purposes of $32.7 million, which will expire in fiscal 2003 through 2022 if not utilized. These NOLs are utilizable by

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the Company and its domestic subsidiary. The Company's foreign subsidiaries in Japan also have NOLs in the amount of 892 million Yen ($7.5 million) which will expire through fiscal 2007. Management has determined at this time that it is not deemed likely these NOLs can be utilized and therefore a valuation allowance has been established for the full amount of deferred tax assets. The amounts shown as income tax expense reflect only required minimum amounts due under local jurisdictions.

NOTE 7: EARNINGS (LOSS) PER SHARE

        Basic EPS is computed by dividing net income (loss) 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 all periods presented, the net earnings (loss) available to common shareholders is the same for both basic and diluted EPS and is equal to the net earnings (loss) stated in the Consolidated Statements of Operations. The average number of outstanding shares used in the computation of basic EPS and diluted EPS is the same for both periods presented. As of June 30, 2002 and 2001, the Company had outstanding stock options of 382,500 and 514,500, respectfully. No stock options were antidilutive as of June 30, 2002 and 2001, respectively.

NOTE 8: COMPREHENSIVE INCOME

        Statement of Financial Accounting Standards No. 130 ("SFAS 130"), Reporting Comprehensive Income 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 $212,000 and $(1,122,000) for the three months ended June 30, 2002 and 2001, respectively. The difference from net loss as reported is the change in the cumulative currency translation adjustment.

NOTE 9: TREASURY STOCK

        In fiscal 2000, the Company began acquiring shares of its common stock in connection with a stock repurchase program announced in March 1999. That program authorizes the Company to purchase up to 2 million common shares from time to time on the open market. The Company purchased 90,800 shares at an aggregate cost of $51,000 during the three months ended June 30, 2001.

NOTE 10: SEGMENT INFORMATION

        The majority of the Company's operations are in one industry segment, the design, development, production and marketing of intelligent paper handling devices for the office automation market. Three of the Company's subsidiaries, Gradco (Japan) Ltd., Gradco (USA) Inc. and Gradco Belgium, S.C. (a wholly-owned subsidiary of GJ) operate in this segment. Gradco Technology Ltd. (a majority-owned subsidiary of GJ) focuses on developing markets for new technologies and products. Venture, whose operations are reflected as discontinued, operated in an industry segment involved in high technology

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engineering and manufacturing services. The following table reflects information by reportable segments for the quarters ended June 30, 2002 and 2001 (in thousands):

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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 subsidiary Gradco (USA) Inc. ("GU") and its majority-owned subsidiaries Gradco (Japan) Ltd. ("GJ") and Gradco Technology Ltd. ("GTL"). Venture Engineering, Inc. ("Venture"), another wholly-owned subsidiary, was involved with engineering and manufacturing activities. The Board of Directors approved a plan to dispose of Venture, which was substantially completed by March 31, 2002. This disposal has been accounted for as a discontinued operation and, accordingly, Venture's net liabilities have been segregated from continuing operations in the accompanying consolidated balance sheets, and its operating results are segregated and reported as discontinued operations in the accompanying consolidated statements of income and cash flows. See Note 4 of Notes to Unaudited Consolidated Financial Statements.

        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.

        The Company's survival as a going concern is dependent on the development of new sources in Japan and South Korea for the manufacture and engineering of products and the obtaining of tooling for such manufacture within the limits of its financial resources.

Critical Accounting Policies

        Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, management evaluates its estimates, including those related to uncollectible receivables, excess and obsolete inventories, income taxes and contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

        Management believes the following critical accounting policies affect our more significant judgments and estimates used in preparing the Company's consolidated financial statements: revenue recognition and valuation allowances.

        Revenues from product sales ("net sales") are recorded when units or spare parts are shipped. Revenues from development engineering service contracts are recognized as earned, which generally

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occurs as services are performed. Licenses and royalties are recognized when all obligations of the appropriate agreements have been fulfilled.

        Inventories are stated at the lower of cost or market. Each quarter, the Company evaluates its inventories for excess quantities and obsolescence. Inventories that are considered obsolete are written off. Remaining inventory balances are adjusted to approximate the lower of cost or market value. The valuation of inventories at the lower of cost or market requires the use of estimates as to the amounts of current inventories that will be sold. These estimates are dependent on the Company's assessment of current and expected orders from its customers.

        Valuation allowances are maintained for doubtful accounts for estimated losses from the inability of the Company's customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Management also records a valuation allowance to reduce the Company's deferred tax assets to the amount that is more likely than not to be realized. Management considers estimated future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance.

Results of Operations

        Revenues for the three months ended June 30, 2002 decreased $3,042,000 from the amount in the prior year's first quarter. Net sales decreased 43% principally from a 53% reduction in unit sales in the office automation market. In addition, a slightly weaker yen, which decreased by 3% against the dollar when compared to the same period in the previous year, caused a decrease of $142,000 in revenue when yen denominated sales were translated into dollars. The Company had one customer- funded development contract in the current quarter that amounted to $375,000 as compared to nothing in the first quarter of the prior year. Royalties decreased from $158,000 to $5,000 because the analog products, to which the majority of the royalties were related, are no longer in production.

        Gross margin on net sales increased to 22.6% from 21.1% for the three months ended June 30, 2002 and June 30, 2001, respectively, primarily from internal cost cutting related to personnel reductions.

        Research and development expenses in the current quarter totaled $395,000 compared to $880,000 in the prior year's comparable period. The decrease is primarily from the elimination of the Company's internal engineering department.

        Selling, general and administrative expenses ("SG&A") in the current quarter totaled $1,431,000, 30.2% of revenues, compared to $1,578,000, 20.2% of revenues, in the prior year's comparable period, a decrease of $147,000. The decrease would have been greater, but the Company has decided to close its Belgium office and has accrued $200,000 for the estimated closing costs. The decrease reflects the downsizing of the U.S. and Japanese operations undertaken by the Company.

        Foreign currency transaction losses increased from $13,000 in the first quarter of the prior year to $304,000 in the current quarter. In the current period, GU had a gain resulting from its yen-denominated assets increasing in value as the yen strengthened by 10% against the dollar between March 31 and June 30, 2002 while GJ suffered a loss as its dollar-denominated assets were devalued. In the first quarter of the prior year, the yen/dollar relationship changed by less than 1%.

        As a result of the above factors, there was a loss from continuing operations of $756,000 before income taxes and minority interest for the quarter ended June 30, 2002 compared to a loss of $646,000 for the quarter ended June 30, 2001. As discussed above, the Company has terminated the operations of Venture and now reflects its operating results as discontinued operations. The loss from discontinued operations was $405,000 in the prior year's first quarter.

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Financial Condition

        Working capital increased to $4,412,000 at June 30, 2002 from $4,386,000 at March 31, 2002, primarily from the increase in net current yen-denominated assets resulting from the strengthening yen discussed above, which more than offset the loss from operations. At June 30, 2002, the Company had $3,607,000 in cash, an increase of $10,000 from March 31, 2002, and no long-term debt. $0.3 million of cash was used in operations. $0.7 million was used to fund the net loss before non-cash provisions for operating activities. $1.1 million was provided by decreases in accounts receivable and other assets and $0.4 million from an increase in notes payable to suppliers and accrued expenses. $1.1 million was used to fund increases in inventories and other current assets and decreases in accounts payable and other liabilities. Cash increased by $0.3 million due to exchange rate changes. The Company believes that its cash and credit facilities are adequate for its short-term needs, but its long-term survival is dependent upon the development of relationships and sources of working capital to enable it to compete in the highly competitive digital market.

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QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

        Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates. The Company is exposed to certain levels of market risks, especially changes in foreign currency exchange rates. Interest rates currently have little effect on the Company since it has no debt.

        The Company conducts a significant portion of its business in Japanese yen. There have been substantial fluctuations between the yen and the U.S. dollar over the past several years and it is possible that such fluctuations will continue. These fluctuations could have a material adverse effect on the Company's revenues and results of operations.

        The Company does not enter into derivatives or other financial instruments for trading or speculative purposes.

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PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not

Applicable. 

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.

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SIGNATURE

        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, who is also signing as the Chief Financial Officer.

CERTIFICATION UNDER SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

        Pursuant to the section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that this periodic report fully complies with requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of Gradco Systems, Inc.

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