UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-18805
ELECTRONICS FOR IMAGING, INC.
| Delaware (State or other jurisdiction of incorporation or organization) |
94-3086355 (I.R.S. Employer Identification No.) |
303 Velocity Way, Foster City, CA 94404
(Address of principal executive offices, including zip code)
(650) 357 - 3500
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required 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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The number of shares of Common Stock outstanding as of April 30, 2003 was 54,998,855.
An Exhibit Index can be found on Page 34.
ELECTRONICS FOR IMAGING, INC.
INDEX
| Page No. | |||||
PART I Financial Information |
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Item 1. Condensed Consolidated Financial Statements |
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Condensed Consolidated Balance Sheets
|
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March 31, 2003 and December 31, 2002 |
3 | ||||
Condensed Consolidated Statements of Income
|
|||||
Three Months Ended March 31, 2003 and 2002 |
4 | ||||
Condensed Consolidated Statements of Cash Flows
|
|||||
Three Months Ended March 31, 2003 and 2002 |
5 | ||||
Notes to Condensed Consolidated Financial Statements |
6 | ||||
Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |
13 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
29 | ||||
Item 4. Controls and Procedures |
30 | ||||
PART II Other Information |
|||||
Item 1. Legal Proceedings |
31 | ||||
Item 2. Changes in Securities and Use of Proceeds |
31 | ||||
Item 3. Defaults Upon Senior Securities |
31 | ||||
Item 4. Submission of Matters to a Vote of Security Holders |
31 | ||||
Item 5. Other Information |
31 | ||||
Item 6. Exhibits and Reports on Form 8-K |
31 | ||||
Signatures |
31 | ||||
Certifications |
32 | ||||
2
PART I FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Electronics for Imaging, Inc.
Condensed Consolidated Balance Sheets
| March 31, | December 31, | ||||||||
| (in thousands, except per share amounts) | 2003 | 2002 | |||||||
| (unaudited) | |||||||||
Assets |
|||||||||
Current assets: |
|||||||||
Cash and cash equivalents |
$ | 172,221 | $ | 153,905 | |||||
Short-term investments |
328,117 | 344,465 | |||||||
Accounts receivable, net |
40,940 | 42,267 | |||||||
Inventories |
5,222 | 4,125 | |||||||
Other current assets |
20,218 | 18,053 | |||||||
Total current assets |
566,718 | 562,815 | |||||||
Property and equipment, net |
52,575 | 53,187 | |||||||
Restricted investments |
43,080 | 43,080 | |||||||
Goodwill |
48,598 | 43,552 | |||||||
Intangible assets, net |
21,167 | 17,386 | |||||||
Other assets |
6,794 | 7,086 | |||||||
Total assets |
$ | 738,932 | $ | 727,106 | |||||
Liabilities and Stockholders Equity |
|||||||||
Current liabilities: |
|||||||||
Accounts payable |
$ | 18,669 | $ | 13,067 | |||||
Accrued and other liabilities |
42,148 | 47,353 | |||||||
Income taxes payable |
34,982 | 32,341 | |||||||
Total current liabilities |
95,799 | 92,761 | |||||||
Long-term obligations |
278 | 278 | |||||||
Commitments and contingencies (Note 9) |
|||||||||
Stockholders equity: |
|||||||||
Preferred stock, $0.01 par value, 5,000 shares authorized; none
issued and outstanding |
| | |||||||
Common stock, $0.01 par value; 150,000 shares authorized; 54,835 and
54,569 shares issued and outstanding, respectively |
593 | 590 | |||||||
Additional paid-in capital |
276,141 | 272,456 | |||||||
Treasury stock, at cost, 4,478 shares |
(99,959 | ) | (99,959 | ) | |||||
Accumulated other comprehensive income |
1,989 | 1,991 | |||||||
Retained earnings |
464,091 | 458,989 | |||||||
Total stockholders equity |
642,855 | 634,067 | |||||||
Total liabilities and stockholders equity |
$ | 738,932 | $ | 727,106 | |||||
See accompanying notes to condensed consolidated financial statements.
3
Electronics for Imaging, Inc.
Condensed Consolidated Statements of Income
(unaudited)
| Three Months | ||||||||||
| Ended March 31, | ||||||||||
| (In thousands, except per share amounts) | 2003 | 2002 | ||||||||
Revenue |
$ | 85,715 | $ | 82,893 | ||||||
Cost of revenue |
36,228 | 42,103 | ||||||||
Gross profit |
49,487 | 40,790 | ||||||||
Operating expenses: |
||||||||||
Research and development |
22,810 | 22,403 | ||||||||
Sales and marketing |
14,730 | 12,289 | ||||||||
General and administrative |
4,991 | 5,425 | ||||||||
Amortization of identified intangibles and
other acquisition-related expense |
2,545 | 1,004 | ||||||||
Total operating expenses |
45,076 | 41,121 | ||||||||
Income (loss) from operations |
4,411 | (331 | ) | |||||||
Interest and other income, net |
2,578 | 3,221 | ||||||||
Income before income taxes |
6,989 | 2,890 | ||||||||
Provision for income taxes |
(1,887 | ) | (867 | ) | ||||||
Net income |
$ | 5,102 | $ | 2,023 | ||||||
Net income per basic common share |
$ | 0.09 | $ | 0.04 | ||||||
Shares used in per-share calculation |
54,707 | 54,007 | ||||||||
Net income per diluted common share |
$ | 0.09 | $ | 0.04 | ||||||
Shares used in per-share calculation |
55,190 | 54,949 | ||||||||
See accompanying notes to condensed consolidated financial statements.
4
Electronics for Imaging, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
| Three Months | ||||||||||
| Ended March 31, | ||||||||||
| (In thousands) | 2003 | 2002 | ||||||||
Cash flows from operating activities: |
||||||||||
Net income |
$ | 5,102 | $ | 2,023 | ||||||
Adjustments to reconcile net income to net cash provided by
operating activities: |
||||||||||
Depreciation and amortization |
3,904 | 3,701 | ||||||||
In-process research and development costs |
1,220 | | ||||||||
Deferred income tax |
(2,015 | ) | (626 | ) | ||||||
Changes in operating assets and liabilities: |
||||||||||
Accounts receivable |
2,411 | 4,463 | ||||||||
Inventories |
(964 | ) | (400 | ) | ||||||
Receivable from subcontract manufacturers |
(808 | ) | 741 | |||||||
Other current assets |
(1,112 | ) | 1,861 | |||||||
Accounts payable and accrued liabilities |
(1,513 | ) | (4,612 | ) | ||||||
Income taxes payable |
2,674 | 993 | ||||||||
Net cash provided by operating activities |
8,899 | 8,144 | ||||||||
Cash flows from investing activities: |
||||||||||
Purchases and sales/maturities of short-term investments, net |
16,063 | (36,136 | ) | |||||||
Net purchases of restricted investments |
| (2,945 | ) | |||||||
Investment in property and equipment, net |
(1,768 | ) | (5,185 | ) | ||||||
Acquisition of subsidiary |
(8,748 | ) | | |||||||
Change in other assets |
182 | (245 | ) | |||||||
Net cash provided by (used for) investing activities |
5,729 | (44,511 | ) | |||||||
Cash flows from financing activities: |
||||||||||
Issuance of common stock |
3,688 | 4,326 | ||||||||
Net cash provided by financing activities |
3,688 | 4,326 | ||||||||
Increase (decrease) in cash and cash equivalents |
18,316 | (32,041 | ) | |||||||
Cash and cash equivalents at beginning of year |
153,905 | 190,816 | ||||||||
Cash and cash equivalents at end of period |
$ | 172,221 | $ | 158,775 | ||||||
See accompanying notes to condensed consolidated financial statements.
5
Electronics for Imaging, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
| 1. | Basis of Presentation |
The unaudited interim condensed consolidated financial statements of Electronics for Imaging, Inc., a Delaware corporation (the Company), as of and for the interim period ended March 31, 2003, have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2002, contained in the Companys Annual Report to Stockholders. In the opinion of management, the unaudited interim condensed consolidated financial statements of the Company include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Company and the results of its operations and cash flows, in accordance with accounting principles generally accepted in the United States of America. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements referred to above and the notes thereto.
The preparation of the interim condensed consolidated financial statements in conformity with generally accepted accounting principles for such financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
The interim results of the Company are subject to fluctuation. As a result, the Company believes the results of operations for the interim period ended March 31, 2003 is not necessarily indicative of the results to be expected for any other interim period or the full year.
| 2. | Recent Accounting Pronouncements |
SFAS 148
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure. This Statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The disclosure provisions of this Standard are effective for fiscal years and interim periods beginning after December 15, 2002.
| Three months ended March 31, | |||||||||||||
| (in thousands, except per share amounts) | 2003 | 2002 | |||||||||||
| Net income | As reported | $ | 5,102 | $ | 2,023 | ||||||||
Total stock-based employee compensation
expense determined under the fair value
based method for all awards, net of
related tax effects |
(3,862 | ) | (4,241 | ) | |||||||||
| Net income (loss) | Pro forma | $ | 1,240 | $ | (2,218 | ) | |||||||
| Earnings (loss) per basic common share | As reported | $ | 0.09 | $ | 0.04 | ||||||||
| Pro forma | $ | 0.02 | $ | (0.04 | ) | ||||||||
| Earnings (loss) per diluted common share | As reported | $ | 0.09 | $ | 0.04 | ||||||||
| Pro forma | $ | 0.02 | $ | (0.04 | ) | ||||||||
SFAS 149
In December 2002, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. This Statement amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to provide clarification on the financial accounting and reporting of derivative instruments and hedging activities. We do not anticipate that SFAS No. 149 will have a material impact on our financial condition or results of operation.
FASB Interpretation No. 46
6
In January 2003, the FASB issued Interpretation No. 46 Consolidation of Variable Interest Entities (FIN 46). The primary objectives of FIN 46 are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights (variable interest entities or VIEs) and how to determine when and which business enterprise should consolidate the VIE (the primary beneficiary). This new model for consolidation applies to an entity in which either (1) the equity investors (if any) do not have a controlling financial interest or (2) the equity investment at risk is sufficient to finance that entitys activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that both the primary beneficiary and all other enterprises with a significant variable interest in a VIE make additional disclosures regarding the nature, purpose, size and activities of the VIE and the enterprises maximum exposure to loss as a result of its involvement with the VIE. The Company is required to adopt this interpretation no later than July 1, 2003 for any VIEs in which it holds a variable interest that it acquired before February 1, 2003. The interpretation is effective immediately for any VIEs created after January 31, 2003 and for VIEs in which an enterprise obtains an interest after that date. We continue to evaluate the impact of this Interpretation on our financial condition and results of operations. Based upon our initial analysis, it is possible that we may consolidate one or both of the synthetic lease arrangements (See Note 9, Commitments and Contingencies - Off-Balance Sheet Financing - Synthetic Lease Arrangement), as we may be considered the primary beneficiary of the variable interest entity, when the consolidation requirements become effective for our third quarter ending September 30, 2003.
| 3. | Accounting for Derivative Instruments and Hedging |
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging ActivitiesDeferral of the Effective Date of FASB Statement No. 133, and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment of SFAS No. 133 requires companies to reflect the fair value of all derivative instruments, including those embedded in other contracts, as assets or liabilities in an entitys balance sheet. The Company had no such derivative or hedging instruments outstanding as of March 31, 2003.
| 4. | Earnings Per Share |
The following table represents unaudited disclosures of basic and diluted earnings per share for the periods presented below:
| Three Months Ended March 31, | |||||||||
| (In thousands, except per share amounts, unaudited) | 2003 | 2002 | |||||||
Net income available to common shareholders |
$ | 5,102 | $ | 2,023 | |||||
Shares
|
|||||||||
Basic shares |
54,707 | 54,007 | |||||||
Effect of dilutive securities |
483 | 942 | |||||||
Diluted Shares |
55,190 | 54,949 | |||||||
Earnings per common share
|
|||||||||
Basic EPS |
$ | 0.09 | $ | 0.04 | |||||
Diluted EPS |
$ | 0.09 | $ | 0.04 | |||||
| Anti-dilutive weighted average shares of common stock of 7,266,524 and 4,961,192 as of March 31, 2003 and 2002, respectively, have been excluded from the effect of dilutive securities because the options exercise prices were greater than the average market price of the common stock for the periods then ended. |
7
| 5. | Comprehensive Income |
The Companys comprehensive income, which encompasses net income, market valuation adjustments and currency translation adjustments, is as follows:
| Three Months Ended March 31, | ||||||||
| (In thousands, unaudited) | 2003 | 2002 | ||||||
Net income |
$ | 5,102 | $ | 2,023 | ||||
Market valuation of investments |
(284 | ) | (903 | ) | ||||
Currency translation adjustment |
282 | (28 | ) | |||||
Comprehensive Income |
$ | 5,100 | $ | 1,092 | ||||
| 6. | Acquisitions |
In January 2003 the Company acquired Best GmbH, a German-based software company providing market-leading proofing products for the print and publishing markets worldwide for approximately $9 million in cash. The acquisition was accounted for as a purchase business combination and accordingly, the purchase price has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values on the date of acquisition. The following table summarizes the allocation of the purchase price to assets acquired and liabilities assumed:
| (in thousands) | ||||
Fair value of assets acquired and liabilities assumed |
$ | 36 | ||
In-process research and development |
1,220 | |||
Developed technology |
2,080 | |||
Trademarks and trade names, license and distributor relationships |
2,860 | |||
Deferred tax liability related to assets acquired |
(1,952 | ) | ||
Goodwill |
4,808 | |||
| $ | 9,052 | |||
Valuation of the intangible assets acquired was based upon the Companys evaluation of Bests technology including the use of reports from a third-party appraiser and consists of developed technology, trademarks and trade names, and workforce-in-place. The amount allocated to the purchased in-process research and development (IPR&D) was determined using established valuation techniques and was expensed upon acquisition because technological feasibility had not been established and no future alternative uses existed. The value of this IPR&D was determined by estimating the costs to develop the purchased IPR&D into a commercially viable product, estimating the resulting net cash flows from the sale of the products resulting from the completion of the IPR&D and discounting the net cash flows back to their present value at rates ranging from 25% to 30%. The excess of the purchase price over tangible and identifiable intangible assets acquired and liabilities assumed has been recorded as goodwill. The developed technology, trademarks and trade names are being amortized over estimated useful lives of 5 to 10 years.
On February 13, 2003, EFI entered into the following three agreements with Printcafe Software, Inc. (Printcafe) in connection with proposal to acquire all of the outstanding shares of common stock of Printcafe at a purchase price equal to $2.60 per share, payable in cash or EFI stock; a standby credit facility in the amount of $11 million plus a working capital facility which will provide up to an additional $3 million under certain circumstances; a stock option agreement granting the Company an option to purchase up to 2,126,574 shares of Common Stock at a purchase price equal to $2.60 per share; and a letter agreement that places certain restrictions on Printcafes ability to take actions in order to facilitate a business combination with a party other than the Company subject to customary fiduciary out provisions (collectively, the Agreements). On February 26, 2003, the Company announced that it signed a merger agreement providing for the acquisition of Printcafe for $2.60 per share, or approximately $27.6 million, in cash or Company stock, for all outstanding
8
Printcafe share. EFI and Printcafe filed a S-4 and a Proxy with the SEC in March 2003 as part of the merger process. See Note 9 Commitments and Contingencies for discussion of the lawsuits filed by Creo Inc. related to proposed merger.
| 7. | Balance Sheet Components |
| (in thousands) | March 31, 2003 | December 31, 2002 | |||||||
Accounts receivable: |
|||||||||
Accounts receivable |
$ | 42,299 | $ | 43,505 | |||||
Less reserves and allowances |
(1,359 | ) | (1,238 | ) | |||||
| $ | 40,940 | $ | 42,267 | ||||||
Inventories: |
|||||||||
Raw materials |
$ | 1,897 | $ | 2,295 | |||||
Finished goods |
3,325 | 1,830 | |||||||
| $ | 5,222 | $ | 4,125 | ||||||
Other current assets: |
|||||||||
Deferred income taxes, current portion |
$ | 13,478 | $ | 13,260 | |||||
Receivable from subcontract manufacturers |
2,367 | 1,559 | |||||||
Other |
4,373 | 3,234 | |||||||
| $ | 20,218 | $ | 18,053 | ||||||
Property and equipment: |
|||||||||
Land, building and improvements |
$ | 41,426 | $ | 41,349 | |||||
Equipment and purchased software |
|||||||||