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 June 30, 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).
The number of shares of Common Stock outstanding as of July 31, 2003 was 52,220,777.
An Exhibit Index can be found on Page 36.
ELECTRONICS FOR IMAGING, INC.
INDEX
| Page No. | |||||
PART I Financial Information |
|||||
Item 1. Condensed Consolidated Financial Statements |
|||||
Condensed Consolidated Balance Sheets
June 30, 2003 and December 31, 2002 |
3 | ||||
Condensed Consolidated Statements of Income
Three and Six Months Ended June 30, 2003 and 2002 |
4 | ||||
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 2003 and 2002 |
5 | ||||
Notes to Condensed Consolidated Financial Statements |
6 | ||||
Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |
14 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
33 | ||||
Item 4. Controls and Procedures |
33 | ||||
PART II Other Information |
|||||
Item 1. Legal Proceedings |
34 | ||||
Item 2. Changes in Securities and Use of Proceeds |
34 | ||||
Item 3. Defaults Upon Senior Securities |
34 | ||||
Item 4. Submission of Matters to a Vote of Security Holders |
34 | ||||
Item 5. Other Information |
34 | ||||
Item 6. Exhibits and Reports on Form 8-K |
34 | ||||
Signatures |
35 | ||||
2
PART I FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Electronics for Imaging, Inc.
Condensed Consolidated Balance Sheets
| June 30, | December 31, | ||||||||
| 2003 | 2002 | ||||||||
| (in thousands, except per share amounts) | (unaudited) | ||||||||
Assets |
|||||||||
Current assets: |
|||||||||
Cash and cash equivalents |
$ | 206,448 | $ | 153,905 | |||||
Short-term investments |
412,718 | 344,465 | |||||||
Accounts receivable, net |
33,094 | 42,267 | |||||||
Inventories |
6,226 | 4,125 | |||||||
Other current assets |
27,037 | 18,053 | |||||||
Total current assets |
685,523 | 562,815 | |||||||
Restricted
marketable securities |
69,320 | | |||||||
Property and equipment, net |
51,629 | 53,187 | |||||||
Restricted investments |
43,080 | 43,080 | |||||||
Goodwill |
49,628 | 43,552 | |||||||
Intangible assets, net |
20,329 | 17,386 | |||||||
Other assets |
12,865 | 7,086 | |||||||
Total assets |
$ | 932,374 | $ | 727,106 | |||||
Liabilities and Stockholders Equity |
|||||||||
Current liabilities: |
|||||||||
Accounts payable |
$ | 13,337 | $ | 13,067 | |||||
Accrued and other liabilities |
43,754 | 47,353 | |||||||
Income taxes payable |
34,843 | 32,341 | |||||||
Total current liabilities |
91,934 | 92,761 | |||||||
Long-term obligations |
240,249 | 278 | |||||||
Commitments and contingencies (Note10) |
|||||||||
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; 52,143 and
54,569 shares issued and outstanding, respectively |
598 | 590 | |||||||
Additional paid-in capital |
283,423 | 272,456 | |||||||
Treasury stock, at cost, 7,613 and 4,478 shares, respectively |
(158,150 | ) | (99,959 | ) | |||||
Accumulated other comprehensive income |
1,978 | 1,991 | |||||||
Retained earnings |
472,342 | 458,989 | |||||||
Total stockholders equity |
600,191 | 634,067 | |||||||
Total liabilities and stockholders equity |
$ | 932,374 | $ | 727,106 | |||||
See accompanying notes to condensed consolidated financial statements.
3
Electronics for Imaging, Inc.
Condensed Consolidated Statements of Income
(unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||||
| June 30, | June 30, | |||||||||||||||||
| (In thousands, except per share amounts) | 2003 | 2002 | 2003 | 2002 | ||||||||||||||
Revenue |
$ | 88,689 | $ | 83,931 | $ | 174,404 | $ | 166,824 | ||||||||||
Cost of revenue |
35,259 | 41,324 | 71,487 | 83,427 | ||||||||||||||
Gross profit |
53,430 | 42,607 | 102,917 | 83,397 | ||||||||||||||
Operating expenses: |
||||||||||||||||||
Research and development |
23,272 | 23,021 | 46,082 | 45,424 | ||||||||||||||
Sales and marketing |
15,183 | 12,461 | 29,913 | 24,750 | ||||||||||||||
General and administrative |
5,001 | 5,509 | 9,992 | 10,934 | ||||||||||||||
Amortization of identified
intangibles and other
acquisition-related expense |
1,333 | 1,098 | 3,878 | 2,102 | ||||||||||||||
Total operating expenses |
44,789 | 42,089 | 89,865 | 83,210 | ||||||||||||||
Income from operations |
8,641 | 518 | 13,052 | 187 | ||||||||||||||
Interest and other income, net |
2,662 | 3,003 | 5,240 | 6,224 | ||||||||||||||
Income before income taxes |
11,303 | 3,521 | 18,292 | 6,411 | ||||||||||||||
Provision for income taxes |
(3,052 | ) | (1,056 | ) | (4,939 | ) | (1,923 | ) | ||||||||||
Net income |
$ | 8,251 | $ | 2,465 | $ | 13,353 | $ | 4,488 | ||||||||||
Net income per basic common share |
$ | 0.15 | $ | 0.05 | $ | 0.25 | $ | 0.08 | ||||||||||
Shares used in per-share calculation |
54,028 | 54,203 | 54,367 | 54,105 | ||||||||||||||
Net income per diluted common share |
$ | 0.15 | $ | 0.05 | $ | 0.24 | $ | 0.08 | ||||||||||
Shares used in per-share calculation |
54,906 | 54,748 | 55,054 | 54,878 | ||||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
Electronics for Imaging, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
| Six Months Ended June 30, | |||||||||||
| (In thousands) | 2003 | 2002 | |||||||||
Cash flows from operating activities: |
|||||||||||
Net income |
$ | 13,353 | $ | 4,488 | |||||||
Adjustments to reconcile net income to net cash provided by
operating activities: |
|||||||||||
Depreciation and amortization |
7,707 | 7,441 | |||||||||
In-process research and development expense |
1,220 | | |||||||||
Bad debt reserve |
(142 | ) | (97 | ) | |||||||
Deferred income tax |
(2,494 | ) | 164 | ||||||||
Changes in operating assets and liabilities: |
|||||||||||
Accounts receivable |
10,422 | 2,632 | |||||||||
Inventories |
(1,962 | ) | 2,560 | ||||||||
Receivable from subcontract manufacturers |
(1,092 | ) | (838 | ) | |||||||
Other current assets |
(7,174 | ) | 548 | ||||||||
Accounts payable and accrued liabilities |
(5,401 | ) | (5,281 | ) | |||||||
Income taxes payable |
2,520 | 3,007 | |||||||||
Net cash provided by operating activities |
16,957 | 14,624 | |||||||||
Cash flows from investing activities: |
|||||||||||
Purchases and sales/maturities of short-term investments, net |
(69,258 | ) | (35,040 | ) | |||||||
Net purchases of restricted investments |
| (2,945 | ) | ||||||||
Reclassification of cash & short-term investments to
restricted marketable securities |
(69,320 | ) | |||||||||
Investment in property and equipment, net |
(3,280 | ) | (7,032 | ) | |||||||
Acquisition of subsidiary |
(9,255 | ) | (1,870 | ) | |||||||
Change in other assets |
180 | 452 | |||||||||
Net cash used for investing activities |
(150,933 | ) | (46,435 | ) | |||||||
Cash flows from financing activities: |
|||||||||||
Repayment of long-term obligation |
(29 | ) | (24 | ) | |||||||
Issuance of long-term debt, net |
233,738 | | |||||||||
Issuance of common stock |
10,976 | 4,549 | |||||||||
Repurchase of common stock |
(58,191 | ) | | ||||||||
Net cash provided by financing activities |
186,494 | 4,525 | |||||||||
Effect of exchange rate changes on cash and cash equivalents |
25 | | |||||||||
Increase (decrease) in cash and cash equivalents |
52,543 | (27,286 | ) | ||||||||
Cash and cash equivalents at beginning of year |
153,905 | 190,816 | |||||||||
Cash and cash equivalents at end of period |
$ | 206,448 | $ | 163,530 | |||||||
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 periods ended June 30, 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. Certain prior year balances have been reclassified to conform with the current year presentation.
The preparation of the interim condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 periods ended June 30, 2003 are 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 Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (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 | Six months ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
| (in thousands, except per share amounts) | 2003 | 2002 | 2003 | 2002 | ||||||||||||||||
Net income |
As reported | $ | 8,251 | $ | 2,465 | $ | 13,353 | $ | 4,488 | |||||||||||
Total stock-based employee compensation
expense determined under the fair value
based method for all awards, net of
related tax effects |
(3,647 | ) | (9,654 | ) | (7,510 | ) | (13,894 | ) | ||||||||||||
Net income (loss) |
Pro forma | $ | 4,604 | $ | (7,189 | ) | $ | 5,843 | $ | (9,406 | ) | |||||||||
Earnings (loss) per basic common share |
As reported | $ | 0.15 | $ | 0.05 | $ | 0.25 | $ | 0.08 | |||||||||||
| Pro forma | $ | 0.09 | $ | (0.13 | ) | $ | 0.11 | $ | (0.17 | ) | ||||||||||
Earnings (loss) per diluted common share |
As reported | $ | 0.15 | $ | 0.05 | $ | 0.24 | $ | 0.08 | |||||||||||
| Pro forma | $ | 0.08 | $ | (0.13 | ) | $ | 0.11 | $ | (0.17 | ) | ||||||||||
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,
6
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.
SFAS 150
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards on the classification and measurement of financial instruments with characteristics of both liabilities and equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, or otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. We are in the process of assessing the effect of SFAS No. 150 and do not expect the implementation of the pronouncement to have a material impact on our financial condition or results of operations.
FASB Interpretation No. 46
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 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. The interpretation is effective for interim or annual periods commencing after June 15, 2003 for pre-existing VIEs. Based upon our analysis, we do not believe the interpretation will have any material impact on our financial statements.
| 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. Other than the derivative related to the contingent interest feature of the Companys $240.0 million convertible debentures, the Company had no such derivative or hedging instruments outstanding as of June 30, 2003. As of June 30, 2003, the derivative related to the debt had no material fair value.
| 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 | Six Months Ended | ||||||||||||||||
| June 30, | June 30, | ||||||||||||||||
| (in thousands, except per share amounts, unaudited) | 2003 | 2002 | 2003 | 2002 | |||||||||||||
Net income available to common shareholders |
$ | 8,251 | $ | 2,465 | $ | 13,353 | $ | 4,488 | |||||||||
Shares |
|||||||||||||||||
Basic shares |
54,028 | 54,203 | 54,367 | 54,105 | |||||||||||||
Effect of dilutive securities |
878 | 545 | 687 | 773 | |||||||||||||
Diluted Shares |
54,906 | 54,748 | 55,054 | 54,878 | |||||||||||||
Earnings per common share |
|||||||||||||||||
Basic EPS |
$ | 0.15 | $ | 0.05 | $ | 0.25 | $ | 0.08 | |||||||||
Diluted EPS |
$ | 0.15 | $ | 0.05 | $ | 0.24 | $ | 0.08 | |||||||||
7
| Anti-dilutive weighted average shares of common stock of 4,545,069 and 5,399,758 as of June 30, 2003 and 2002, respectively, have been excluded from the ef |