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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2004 |
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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.
(Exact name of registrant as specified in its charter)
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Delaware |
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94-3086355 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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303 Velocity Way, Foster City, CA
(Address of principal executive offices) |
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94404
(Zip Code) |
(650) 357- 3500
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
None.
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock, $.01 Par Value
(Title of Class)
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 þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange
Act). Yes þ No o
The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant computed by
reference to the price at which the common equity was last sold
on June 30, 2004.
Common Stock, $.01 par value: $841,448,848**
The number of shares outstanding of each of the
registrants classes of common stock as of
February 22, 2005.
Common Stock, $.01 par value: 54,041,689
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement to be delivered to
stockholders in connection with the Annual Meeting of
Stockholders to be held on June 2, 2005 are incorporated by
reference into Part III hereof.
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Based upon the last trade price of the Common Stock reported on
the Nasdaq National Market on June 30, 2004. Excludes
approximately 24,052,644 shares of common stock held by
Directors, Officers and holders known to the Registrant to hold
5% or more of the Registrants outstanding Common Stock on
December 31, 2004. Exclusion of shares held by any person
should not be construed to indicate that such person possesses
the power, direct or indirect, to direct or cause the direction
of the management or policies of the Registrant, or that such
person is controlled by or under common control with the
Registrant. |
TABLE OF CONTENTS
PART I
This Annual Report on Form 10-K includes certain registered
trademarks and tradenames of Electronics for Imaging, Inc., its
subsidiaries (collectively, EFI or the
Company) and others. Auto-Count, ColorCal, ColorWise,
Command WorkStation, EDOX, EFI, Fiery, the Fiery logo,
MicroPress, Printcafe, PrinterSite, Prograph, Proteus, Spot-On,
Bestcolor, AutoCal, Digital StoreFront, DocStream, Fiery Link,
FreeForm, Hagen OA, Intelligent Device Management, Logic,
OneFlow, PrintFlow, PrintMe, PrintSmith Site, PrintSmith, PSI
Flexo, PSI, SendMe, Splash, VisualCal, the EFI logo, Essential
to Print, Best, the Best logo, Colorproof, PhotoXposure,
Remoteproof, and Screenproof are trademarks of the Company. All
other terms and product names may be registered trademarks or
trademarks of their respective owners, and are hereby
acknowledged.
Certain of the information contained in this Annual Report on
Form 10-K, including without limitation, statements made
under this Part I, Item 1 Business and
Part II, Item 7, Managements Discussion
and Analysis of Financial Condition and Results of
Operations and Item 7A, Quantitative and
Qualitative Disclosures about Market Risk which are not
historical facts, may include forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended and is subject to
certain risks and uncertainties that could cause actual results
to differ materially. When used herein, the words
anticipate, believe,
estimate, expect, intend,
will and similar expressions as they relate to the
Company or its management are intended to identify such
statements as forward-looking statements. Such
statements reflect the current views of the Company and its
management with respect to future events and are subject to
certain risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, the Companys
actual results, performance or achievements could differ
materially from the results expressed in, or implied by, these
forward-looking statements. Important factors that could cause
the Companys actual results to differ materially from
those included in the forward-looking statements made herein
include, without limitation, those factors discussed in
Item 1 Business Competition, in
Item 7 Managements Discussion and Results of
Operations Factors That Could Adversely Affect
Performance and elsewhere in this Annual Report on
Form 10-K and in the Companys other filings with the
Securities and Exchange Commission, including the Companys
most recent Quarterly Report on Form 10-Q. The Company
assumes no obligation to update these forward-looking statements
to reflect actual results or changes in factors or assumptions
affecting such forward-looking statements.
Filings
We file annual reports, quarterly reports, proxy statements and
other documents with the Securities and Exchange Commission
(SEC) under the Securities Exchange Act of 1934 (Exchange
Act). The public may read and copy any materials that we file
with the SEC at the SECs Public Reference Room at
450 Fifth Street N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. Also, the
SEC maintains an Internet website that contains reports, proxy
and information statements and other information regarding
issuers, including EFI, that file electronically with the SEC.
The public can obtain any documents that we file with the SEC at
http://www.sec.gov.
We also make available free of charge through our Internet
website (http://www.efi.com) our Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and, if applicable, amendments
to those reports filed or furnished pursuant to the Exchange Act
as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the SEC.
General
EFI was incorporated in Delaware in 1989. Our corporate offices
are located at 303 Velocity Way, Foster City, California 94404.
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We are a global provider of digital imaging and print management
solutions for professional and enterprise printing. Our
technologies offer document management tools from creation to
print, including production workflow, print management
information software solutions, proofing software and enterprise
printing solutions. Our main products include stand-alone
servers, which are connected to digital copiers; and other
peripheral devices, controllers and chip designs, which are
embedded in digital copiers, desktop color laser printers and
multifunction devices. Our software products and services are
designed to help customers automate their print processes and
streamline their workflow to increase productivity and profits.
Our products support a broad range of printers, copiers, and
multifunctional devices. The growth of digital color printing,
driven both by Internet usage and the adoption of color within
the corporate market, provides us with a tremendous opportunity
to leverage our core color server technology.
We sell our server products primarily to original equipment
manufacturers, or OEMs, such as Canon, Xerox, Konica Minolta and
others, in North America, Europe and Japan. OEMs sell equipment
under their brand name to the end-user. In some instances, their
equipment carries both their own brand name and our brand name.
Our Print Management Information Solutions are primarily sold
directly to the end user by EFIs own sales force, under
our brand. Our other products are sold directly to our
authorized distributors/dealers/resellers who in turn sell the
solutions to end users either in a stand alone form or bundled
with other solutions they offer, using our brand name in most
instances.
The EFI Solution
Headlined by EFIs flagship Fiery® server brand, our
core business transforms digital copiers and printers into
networked printing devices. Once networked, EFI-powered printers
and copiers can be shared across workgroups, departments, the
enterprise and the Internet to quickly and economically produce
high-quality color and black & white documents. Our
products enhance productivity across the production printing job
cycle, from pre-press to digital or offset print production.
EFIs consistent, intuitive user interfaces are designed to
reduce the potential for operator error, reduce training times,
streamline complex job cycles, and decrease job completion time
in order to improve maximum productivity and profitability.
In addition to our core server and controller technology, we
have diversified into other areas, with a particular emphasis on
developing software solutions for commercial printing and
enterprise markets. Most of the additional software solutions
have been developed with the express goal of automating print
processes and streamlining workflow via open, integrated and
interoperable EFI products, services and solutions.
Our proofing software allows professional printers to accurately
and affordably proof color documents before sending them to an
offset or digital printing press. By skipping traditional
proofing methods, professional printers save time and reduce
costs without sacrificing the quality of their final
printed output.
Finally, a significant new business area is our Print Management
Information Systems (PMIS) solutions with products
obtained through the acquisition of Printcafe in late 2003. Over
the course of 2004, we have updated and upgraded nearly all of
these products and have seen substantially increased sales from
these products. Our enterprise resource planning (ERP) and
collaborative supply chain software print management solutions
in this business area are designed to enable printers and print
buyers to improve productivity and customer service while
reducing costs. Procurement applications for print buyers and
print producers facilitate Web-based collaboration across the
print supply chain. Customers recognize that PMIS systems are
essential to improving their business practices and
profitability and we are continuing to focus on making
EFIs PMIS solutions the industry standard globally as well
as in the U.S. where we already enjoy a leading market
position.
To service one of the critical needs of the copier dealer
channels that we sell through, we offer field dispatch software
which automates the management of field technicians. This
product came to EFI via the acquisition of Automated Dispatch
Systems, Inc. (ADS) and extends our software
offerings into another mission critical application for the
print industry.
See Products and Technology.
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Growth and Expansion Strategies
Our overall objective is to continue to introduce new
generations of server and controller products as well as expand
our offerings in professional printing software applications and
other new product lines related to digital printing, workflow
and print management. With respect to our current products, our
primary goal is to offer best of breed, end-to-end solutions
that are interoperable and conform to open standards to allow
customers to choose the most efficient solutions for their
business. Our strategy to accomplish these goals consists of
four key elements.
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Proliferate and Expand Product Lines |
We intend to continue to develop new products that are
scalable, meaning products that continue to meet the
changing needs of the user as their business grows. Our products
offer a broad range of features and functionality when connected
to, or integrated with, digital color and black-and-white
copiers, as well as desktop color laser printers and offset
presses. Historically, we sold products that supported digital
color copiers. We have since expanded our line of color servers
to drive a wide range of output devices and developed products
that support black-and-white printing systems and copiers. New
generations of our products are introduced as we integrate
improvements into our designs. Among the products launched in
2004 were the Fiery Q5000, a high performance server designed
for color production class engines and digital presses and the
Fiery System 6 with advanced controls for Graphic Art
Professionals.
We intend to develop platform enhancements that advance the
performance and usability of our servers and embedded
controllers and new software applications that provide cohesive,
end-to-end solutions for our customers. In 2004 we added
PrinterSite Exchange, which provides web-based job submission,
ticketing and status tracking as well as integrating with our
back-end business management systems to our workflow software
products. In addition we released a new version of our OneFlow
prepress workflow software and an upgrade to our PrintFlow
dynamic scheduling application. PrintSmith 7.0, our print MIS
software, was launched in 2004 with a new user interface and
additional features to improve its performance. In 2004 we
announced the release of Colorproof XF, a server-based proofing
solution that scales to the needs of commercial printers of all
sizes.
Our acquisition of ADS in early 2004 added complementary
technology to our line up. ADS software automates and optimizes
industry-standard processes surrounding service dispatch, field
service, help desks, parts replenishment, credit collection and
meter billing.
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Develop and Expand Relationships with Key Industry
Participants |
We have established relationships with leading printer and
copier industry companies, including Canon, Fuji-Xerox,
Hewlett-Packard, Konica Minolta, Océ, Ricoh, Toshiba and
Xerox, who we collectively refer to as our OEM customers. Sales
to each of the listed OEM customers accounted for at least 2% of
our revenues in 2004 and collectively sales to such OEM
customers accounted for over 74% of our revenues in 2004.
Additionally, we have established relationships with many
leading distribution companies in the office, graphic arts and
commercial print industries such as IKON, Danka Business
Systems, Kodak Polychrome Graphics, Enovation and others who
distribute our products. We seek to establish new relationships
and expand our existing relationships with our OEM and
distribution partners and other customers in pursuit of the goal
of offering our controller and server products as well as our
software technology for optimizing the management and creation
of documents in a variety of print environments. Our
relationships with our OEM customers are based upon business
relationships we have established over time. However, our
agreements with such OEM customers generally do not require them
to make any future purchases from us and our OEM customers are
generally free to purchase products from our competitors or
build their own and cease purchasing our products at any time,
for any reason or no reason.
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Establish Enterprise Coherence and Leverage Industry
Standardization |
In our development of new products and platforms, we seek to
establish coherence across our entire product line by designing
products that provide a consistent look and feel to
the end-user. We believe cross
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product coherence can create higher productivity levels as a
result of shortened learning curves. Additionally, we believe
the end-to-end coherence that end-users can achieve using EFI
products for all of their digital printing and imaging needs
leads to a lower total cost of ownership by providing one source
for sales, support and training. We believe that our effort to
achieve coherence engenders goodwill among our OEM customers and
other customers and end-users of our products and assists in the
development of new strategic relationships and markets for us.
We also advocate open architecture utilizing
industry-established standards to provide inter-operability
across a range of digital printing devices and software
applications, ultimately providing end-users more choice and
flexibility in their selection of products.
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Leverage Technology and Industry Expertise to Expand the
Scope of Products, Channels and Markets |
We have assembled, organically and through acquisitions, an
experienced team of technical and sales and marketing personnel
with backgrounds in color reproduction, digital pre-press, image
processing, management information systems, networking and
software and hardware engineering as well as market knowledge of
enterprise printing, graphic arts and commercial printing. By
applying our expertise in these areas, we expect to continue to
expand the scope and sophistication of our products and gain
access to new markets and channels of distribution.
Products and Technology
Our technologies offer document management tools from creation
to print, including high fidelity color and black-and-white
Fiery print servers and controllers, production workflow and
print management information software solutions for increased
performance and cost efficiency and an array of
business-critical enterprise solutions. Given the breadth of our
product offerings, we believe our products are attractive to a
variety of end users, including multimedia authors, advertising
agencies, print-for-pay businesses, graphic designers, pre-press
providers, commercial printers and small to large businesses.
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Server and Controller Solutions |
Our print servers and controllers provide solutions for a broad
range of the printing market from entry level
desktop printers to production level digital copiers. Our main
server and controller solutions are the Fiery X3e, Fiery X4,
Fiery X5, Fiery S300, Fiery S350, Fiery S500, Fiery Q4000, Fiery
Q4500, Fiery Q5000, EDOX 4, DocStream 4, Splash G640,
Splash G3535 and MicroPress 6.3.
Print servers permit users of digital copiers to transmit and
convert digital data from a computer to a color or
black-and-white copier so that the copier can print documents
easily, quickly and cost-effectively. As a result, our servers
transform digital copiers into fast, high-quality network
printers. In addition to servers for digital color and
black-and-white copiers, we have leveraged our technology to
develop and manufacture other products that support digital
printing.
Since the introduction of the first Fiery color server in 1991,
we have expanded our color server product line. During 2004, we
focused our development efforts in this area on improvements to
our color server products performance, features and ease
of use and introduced the Fiery Q5000 server. The Q5000,
combined with the new Fiery 6 Software and the Fiery Graphic
Arts Package, Premium Edition, offers workflow control, color
management and variable data printing support for high volume
production environments. The EFI MicroPress 6.3 was also
launched in 2004, offering expanded engine support and greater
workflow efficiency for this digital prepress and workflow
management solution. In 2004, we shipped stand-alone color
servers for use with color copiers, color inkjet printers and
wide-format color printers distributed by Canon, Fuji-Xerox,
Konica Minolta, Océ, Ricoh, Toshiba, Ikon Office Solutions,
Sharp, Xerox and others. In 2004, we also shipped servers for
use with digital black-and-white copiers distributed by Canon,
Fuji-Xerox, Konica Minolta, Ricoh and Xerox.
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Embedded Controller Solutions |
Unlike our Fiery, EDOX, MicroPress and Splash servers, which are
sold as stand-alone products that are connected to copiers and
printers, embedded controllers are designed to go inside
copiers, desktop printers and multifunctional devices
manufactured by our OEM customers. Our OEM customers can
manufacture their own controllers using our design and
proprietary application specific integrated circuits, or ASICS
under our design-licensed model, or purchase the fully
manufactured embedded controllers on a turnkey basis from us.
Color controllers allow users to print documents directly from
their computers to the digital color copier, desktop color laser
printers and color multifunctional devices. We have also
leveraged our color technology to provide embedded controllers
and design-licensed solutions for digital black-and-white
copiers and laser printers. Our black-and-white controllers
permit users of digital copiers to transmit and convert digital
data from a computer to a black-and-white copier or printer to
print documents easily, quickly and cost-effectively in
enterprise and professional environments. The Fiery X3e, an
embedded controller, allows users to efficiently print large
quantities of color documents in corporate environments. We also
offer a black-and-white version of the Fiery X3e.
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Proprietary Features on our Print Servers and Embedded
Controllers |
All of our server and controller products incorporate
proprietary features. Examples of such features include:
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EFI Impose enables electronic document imposition; |
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Continuous Print allows processed pages to be stored
in memory before printing, eliminating the need for the copier
or printer to cycle down between unique pages; |
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Fiery NetWise 3.0 our third generation networking
architecture which provides enhanced programmability that helps
users build customized printing solutions and provides extensive
Internet-based functionality; |
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Fiery ColorWise 3.0 our third generation color
management system which provides greater image quality and
calibration; |
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Workflow management architecture allows for the
management and manipulation of digital print jobs, including EFI
CommandWorkstation 4.0, Fiery WebTools, EFI Balance and EFI
OneFlow a complete, PDF-based, pre-print workflow
system for small and mid-size print shops; |
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Variable Data Printing solutions providing
compatibility with a full range of VDP languages as well as the
PPML standard FreeForm and FreeForm 2; |
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Fiery Driver a unified printing interface that
simplifies the printing process; |
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Fiery Link providing information on print job status
and connected Fierys allowing users to monitor the status of any
print job, its position in the queue, general information on the
Fiery and paper and toner levels from any workstation; and |
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ECT compression a compression technology, offering
definite compression ratios and virtually lossless image quality. |
In addition to such proprietary innovations, we custom design
our products to increase productivity. We expect to continue to
refine these printing technologies and to develop new printing
technologies.
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Professional Printing Applications |
In an effort to provide our customers with end-to-end print
solutions, we have developed technology that enhances printing
workflow and makes printing production more powerful, productive
and easier to manage from one centralized user interface.
Examples of such technologies include:
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EFI Workflow: This software includes modules for
intelligent job routing, document layout, scanning and cost
management. EFI OneFlow software offers graphic arts
professionals advanced digital press capabilities in an
easy-to-use, cost effective software solution for most major
computer-to-plate, computer-to-film, direct imaging, or digital
printing environments. |
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Digital StoreFront: In 2004 EFI shipped version 2.0 of
Digital StoreFront, an integrated solution that simplifies print
job submission and procurement throughout the order and
production process. Using an entirely new software architecture,
Digital StoreFront 2.0 provides greater scalability, speed, and
reliability. IKON, through its global services
organization IKON Enterprise Services
agreed to deploy EFI Digital StoreFront to help production
customers maximize productivity, increase customer collaboration
and reduce manual steps in document workflow, resulting in
faster turnaround times and lower production costs. Ricoh
Corporation began offering Digital StoreFront and MicroPress
web-to-print and workflow management solutions to users of
Ricohs Aficio multifunctional printers in 2004. |
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EFI Proofing Solutions with Best Technology: This
software allows professional printers to accurately and
affordably proof color documents before sending them to an
offset printing press. Late in 2004, we launched Colorproof XF,
a higly scalable and versatile client/server based proofing
solution for commercial printers of all sizes. This new platform
provides both an intuitive user interface as well as the most
sophisticated proofing tools for graphic arts professionals. |
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Print Management Information Software Solutions
(PMIS) |
Our enterprise resource planning and collaborative supply chain
software solutions enable printers and print buyers to improve
productivity and lower costs.
Our PMIS products include EFI Hagen OA, Logic, PSI, PrintSmith,
PrintFlow and other solutions that improve management
information systems for graphic arts and commercial printers of
all sizes. These solutions allow printers to optimize the
process of cost estimation and job quotes helping to protect
their margins while providing competitive bids on print jobs, as
well as providing accounting and production management. In 2004,
we launched EF Hagen OA version 8.0 with key improvements to the
core features of job management, estimating, fulfillment, and
the accounts receivable module to increase functionality and
flexibility. PrintSmith 7.0 and 7.1 shipped during the year,
with an improved user interface, cost tracking, profitability
analysis, and decision making along with shop floor data
collection system named Tracker.
EFI PrintFlow 4.0 began shipping in 2004, offering improved
real-time visibility into the production plan, multiple step
scheduling and significant customization features. We also
launched version 6 of EFI Prograph that offers powerful, broad
planning capabilities including versioning, complex imposition
and distribution tools. We also shipped an OS X compliant
version of EFI Proteus, a software system that provides
publishing professionals the ability to plan, position, view,
and set printing press specifications for all advertising and
editorial elements of a magazine, newspaper, catalog or other
publication.
In 2004, we added two products to our PrinterSite web ordering
line-up: PrinterSite Fulfillment and PrinterSite Exchange. EFI
PrinterSite Fulfillment is a web-based, client-facing add-on
module for Hagen OA, Logic SQL and PSI print management systems.
PrinterSite Fulfillment helps printers streamline inventory
management and productivity while offering new value-added
online fulfillment ordering services to customers. A web job
submission application, EFI PrinterSite Exchange enables
printing companies to easily deploy branded storefront web sites
to let them transact business with customers over the Internet.
We also shipped version 2.0 of EFI PrinterSite Internal in 2004,
a print sales force automation system, featuring an entirely
redesigned interface and more than 100 new features and
enhancements.
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We also offer solutions for enterprises to improve their
productivity and reduce the costs of printing and print
servicing.
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EFI SendMe: Our scan-to solution offers access to a
streamlined digital workflow by quickly and easily transforming
paper documents into electronic files for instantaneous delivery
or simplified storage. We launched our latest version for this
popular product in 2004, which is now sold in both the United
States and Europe. |
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Automated Dispatch Systems: Our ADS technology, which we
acquired in 2004, automates and optimizes industry-standard
processes surrounding service dispatch, field service, help
desks, parts replenishment, credit collection and meter billing.
Use of ADS results in increased first-call effectiveness for
technicians, improved dispatcher-to-tech ratios and increased
daily tech calls closed among other features. |
Significant Relationships
We have established and continue to build and expand
relationships with our OEM customers and other leading copier
and printer companies, in order to benefit from their products,
distribution channels and marketing resources. These customers
include domestic and international manufacturers, distributors
and sellers of color and black-and-white digital copiers,
wide-format printers and desktop color printers. We work closely
with our OEM customers with the aim of developing solutions that
incorporate leading technology and that work optimally in
conjunction with such companies products. The top 9
revenue-generating OEMs or distributors, in alphabetical order,
that we sold products to in 2004 were, Canon, Fuji-Xerox,
Hewlett-Packard, Ikon Office Solutions, Konica Minolta,
Océ, Ricoh, Toshiba and Xerox. Together, sales to Canon,
Xerox and Konica Minolta accounted for approximately 61% of our
2004 revenue, with sales to each of these three customers
accounting for more than 10% of our revenue. Because sales of
our printer and copier-related products constitute a significant
portion of our revenues and there are a limited number of OEMs
producing copiers and printers in sufficient volume to be
attractive customers for us, we expect that we will continue to
depend on a relatively small number of OEM customers for a
significant portion of our revenues in future periods.
Accordingly, if we lose or experience reduced sales to an
important OEM customer, we will have difficulty replacing the
revenue traditionally generated from such customer with sales to
new or existing OEM customers and our revenues will likely
decline significantly.
We customarily enter into development and distribution
agreements with our OEM customers. These agreements can be
terminated under a range of circumstances and often upon
relatively short notice. The circumstances under which an
agreement can be terminated vary from agreement to agreement and
there can be no assurance that our OEM customers will continue
to purchase products from us in the future, despite such
agreements. Furthermore, our agreements with our OEM customers
generally do not commit such customers to make future purchases
from us and they could decline to purchase products from us in
the future and could purchase products from our competitors or
build the products themselves. We recognize the importance of,
and work hard to maintain, our relationships with our customers.
However, our relationships with our customers are affected by a
number of factors including, among others: competition from
other suppliers, competition from internal development efforts
by the customers themselves and changes in general economic,
competitive or market conditions such as changes in demand for
our or the OEMs products, or fluctuations in currency
exchange rates. There can be no assurance that we will continue
to maintain or build the relationships we have developed to
date. See Item 7, Managements Discussion and
Analysis of Financial Condition and Results of
Operations Factors That Could Adversely Affect
Performance We face competition from other
suppliers as well as our own OEM customers and if we are not
able to compete successfully then our business may be
harmed.
We also have a continuing relationship pursuant to a license
agreement with Adobe and license PostScript® software from
Adobe for use in many of our controller solutions. This
relationship is important because each of our controller
solutions requires page description language software such as
that provided by Adobe in order to operate. Adobes
PostScript® software is widely used to manage the geometry,
shape and
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typography of hard copy documents and Adobe is a leader in
providing page description software. Although to date we have
successfully obtained licenses to use Adobes
PostScript® software when required, Adobe is not required
to and we cannot be certain that Adobe will, grant future
licenses to Adobe PostScript® software on reasonable terms,
in a timely manner, or at all. In addition, in order to obtain
licenses from Adobe, Adobe requires that we obtain from them
quality assurance approvals for our products that use Adobe
software. If Adobe does not grant us such licenses or approvals,
if the Adobe licenses are terminated, or if our relationship
with Adobe is otherwise materially impaired, we would likely be
unable to sell products that incorporate Adobe PostScript®
software and our financial condition and results of operations
would be significantly harmed.
Distribution and Marketing
Our primary distribution method for our controller solutions is
to sell them to our OEMs. Our OEMs in turn sell these products
to OEM-affiliated and independent distributors/dealers/resellers
and end-users for use with the OEMs copiers or printers as
part of an integrated printing system. For Fiery embedded
controller solutions, our primary distribution method has been
to sell the products to the OEMs that embed the products into
their copiers and printers. See Item 7,
Managements Discussion and Analysis of Financial
Condition and Results of Operations Factors That
Could Adversely Affect Performance We rely on
sales to a relatively small number of OEM customers and the loss
of any of these customers could substantially decrease our
revenues.
Our primary distribution method for our EDOX, DocStream and
MicroPress servers, our EFI Proofing Solutions and our EFI
Workflow software products is to sell them directly to our
authorized distributors/dealers/resellers who in turn sell the
solutions to end users either in a stand alone form or bundled
with other solutions they offer. Primary customers with whom we
have established distribution agreements include Kodak
Polychrome Graphics, Enovation, Heidelberg, Screen USA, Pitman,
Presstek and others. There can be no assurance that we will
continue to successfully distribute our products through these
channels. Our Print Management Information Solutions are
primarily sold directly to the end user by EFIs own sales
force. Any interruption of the distribution methods could
negatively impact us in the future.
We promote all of our products through public relations, direct
mail, advertising, promotional material, trade shows and ongoing
customer communication programs.
Research and Development
Research and development costs for 2004, 2003 and 2002 were
$111.1 million, $96.7 million and $90.0 million,
respectively. As of December 31, 2004, 725 of our
1,424 full-time employees were involved in research and
development. We believe that development of new products and
enhancement of existing products are essential to our continued
success and management intends to continue to devote substantial
resources to research and new product development. We expect to
make significant expenditures to support our research and
development programs for the foreseeable future.
We are developing products to support additional color and
black-and-white printing devices including desktop printers,
high-end color copiers, digital black-and-white copiers and
multifunctional devices. This ongoing development work includes
a multiprocessor architecture for high-end systems and
lower-cost designs for desktop color laser printers. We are also
developing new software applications designed to maximize
workflow efficiencies and to meet the needs of the graphic arts
and commercial print professional, including proofing solutions
and print management information systems solutions. We also
expect to continue to enhance functionality of our other product
lines, including our enterprise solutions. See
Growth and Expansion Strategies
Proliferate and Expand Product Lines. Substantial
additional work and expense will be required to complete and
bring to market each of the products currently being developed
by us See Item 7, Managements Discussion and
Analysis of Financial Condition and Results of
Operations Factors That Could Adversely Affect
Performance If we are unable to develop new
products, or execute product introductions on a timely basis,
our future revenue and operating results may be harmed.
8
Manufacturing
We utilize sub-contractors to manufacture our products. These
sub-contractors work closely with us to promote low costs and
high quality in the manufacture of our products. Sub-contractors
purchase components needed for our products from third parties.
We are completely dependent on the ability of our
sub-contractors to produce products sold by us and although we
supervise our sub-contractors, there can be no assurance that
such sub-contractors will perform efficiently or effectively. A
high concentration of our products is manufactured at a single
sub-contractor location, Sanmina-SCI in Colorado. Should
Sanmina-SCI experience any inability or unwillingness to
manufacture or deliver product from this location our business,
financial condition and operations could be harmed. Since we do
not maintain long-term agreements with our sub-contractors, any
of our sub-contractors could enter into agreements with our
competitors that might restrict or prohibit such sub-contractors
from manufacturing our products or could otherwise lead to an
inability of such sub-contractor from filling our orders in a
timely manner.
A significant number of the components necessary for the
manufacture of our products are obtained from a sole supplier or
a limited group of suppliers. These include processors from
Intel and other related semiconductor components. We depend
largely on the following sole and limited source suppliers for
our components and manufacturing services:
| |
|
|
| Supplier |
|
Components |
| |
|
|
|
Intel
|
|
Central processing units, or CPUs; chip sets |
|
Toshiba
|
|
ASICs |
|
LSI
|
|
ASICs |
|
Texas Instruments
|
|
Digital signal processors, or DSPs |
|
Sanmina-SCI
|
|
Contract manufacturing |
|
Transmeta
|
|
CPUs |
We do not maintain long-term agreements with any of our
suppliers of components and conduct our business with such
suppliers solely on a purchase order basis. If any of our sole
or limited source suppliers were unwilling or unable to supply
us with the components for which we rely on them, we may be
unable to continue manufacturing our products utilizing such
components.
The absence of agreements with our suppliers also subjects us to
fluctuations in pricing, a factor we believe is partially offset
by the fact that our suppliers benefit from selling as many
components to us as possible. Many of our components are similar
to those used in personal computers, and the demand and price
fluctuations of personal computer components could affect our
component costs. Because the purchase of key components involves
long lead times, in the event of unanticipated volatility in
demand for our products, we may be unable to manufacture certain
products in a quantity sufficient to meet end user demand, or we
may hold excess quantities of inventory. We maintain an
inventory of components for which we are dependent upon sole or
limited source suppliers and of components with prices that
fluctuate significantly. We cannot assure you that at any given
time we will have sufficient inventory to enable us to meet
demand which would harm our financial results. Our inventory has
represented less than 1% of our total assets and less than 2% of
our total revenue for the last two years.
Human Resources
As of December 31, 2004, we employed 1,424 full-time
individuals. Of the 1,424 total employees, approximately 328
were in sales and marketing, 166 were in management and
administration, 205 were in manufacturing and 725 were in
research and development. Of the total number of employees, we
had approximately 1,151 employees located in U.S. and Canadian
offices and 273 employees located in international offices
including employees based in the United Kingdom, The
Netherlands, Germany, Japan, France, Italy, Spain, Australia,
Korea, Singapore, Brazil, Mexico, Sweden, India, China and Hong
Kong. Our employees are not represented by any collective
bargaining organization and we have never experienced a work
stoppage. However, there can be no assurance that collective
bargaining, work stoppage or other employment related issues
will not arise.
9
Competition
Competition in our markets is intense and involves rapidly
changing technologies and frequent new product introductions. To
maintain and improve our competitive position, we must continue
to develop and introduce on a timely and cost-effective basis
new products and features that keep pace with the evolving needs
of our customers. The principal competitive factors affecting
the markets for our controller solutions include, among others,
customer service and support, product reputation, quality,
performance, price and product features such as functionality,
scalability, ability to interface with OEM products and ease of
use. We believe we have generally competed effectively in the
past against product offerings of our competitors on the basis
of such factors. However, there can be no assurance that we will
continue to be able to compete effectively in the future based
on these or any other competitive factors.
We currently have two main product categories that support color
and black-and-white printing: (i) stand-alone print servers
which are connected to digital copiers and other peripheral
devices and (ii) embedded and design-licensed solutions
which are used in digital copiers, desktop laser printers and
multifunctional devices. Our primary competitor for the
stand-alone color servers is Creo although Creo currently only
sells to a single OEM, Xerox, while EFI serves many industry
leaders. Our OEM customers themselves, as well as Peerless and
Zoran Corporation, are the principal competitors for the
embedded and design-licensed color solutions. Our digital
black-and-white solutions face competition from Peerless and our
OEM customers. Additionally, our OEM customers and other copier
and printer manufacturers offer internally developed server
products or incorporate internally developed embedded solutions
or server features into their copiers and printers, thereby
eliminating the need for our products. Our market position
vis-a-vis internally-developed controllers is small. We are,
however, the largest third party controller vendor. We believe
that our advantages include our continuously advancing
technology, time-to-market, brand recognition, end-user loyalty,
sizable installed base, number of products supported, price and
market knowledge. A significant disadvantage is our lack of
control of the distribution channels. We do, however, provide a
variety of features as well as a unique look and
feel to our OEMs products to differentiate their products
from those of their competitors.
Our Professional Printing Applications category, which includes
our Workflow, Proofing, Print Management Information Software
and Web Submission Tools, faces competition from software
application vendors that specifically target the printing
industry, which are typically small, privately-owned companies
and from larger vendors, such as Heidelberg and SAP, who
currently offer or are seeking to develop printer-focused
enterprise resource planning products. We believe that the
principal competitive factors affecting our market include
adoption by significant number of print buyers and printers,
product quality and performance, customer service, core
technology, product features, price and the value of services.
There can be no assurance that we will be able to continue to
advance our technology and products or to compete effectively
against other companies product offerings and any failure
to do so could have a material adverse effect upon our business,
operating results and financial condition.
Intellectual Property Rights
We rely on a combination of patent, copyright, trademark and
trade secret laws, non-disclosure agreements and other
contractual provisions to establish, maintain and protect our
intellectual property rights, all of which afford only limited
protection. As of December 31, 2004, we had 132 issued
U.S. patents, 84 pending U.S. patent applications and
various foreign counterpart patents and applications. There can
be no assurance that patents will issue from these pending
applications or from any future applications or that, if issued,
any claims allowed will be sufficiently broad to protect our
technology. Our issued U.S. patents expire between
December 11, 2005 and November 4, 2022. Our failure to
obtain or maintain patent protection may make it easier for our
competitors to offer equivalent or superior technology. In
addition, third parties may independently develop similar
technology without misappropriation of our trade secrets or
breach of other proprietary rights. Any failure by us to take
all necessary steps to protect our trade secrets or other
intellectual property rights and failure to enforce these rights
may have a material adverse effect on our ability to compete in
our markets.
10
We have registered certain trademarks, which include, among
others, our EFI, EFI and Design, Electronics For Imaging
(stylized), Fiery, Fiery and Design, Fiery Driven, Fiery Driven
and Design, Fiery Spark and Design, Colorcal, ColorWise, Command
Workstation, Bestcolor, EDOX, MicroPress, Mousitometer,
Printcafe, PrinterSite, PrintMe, Splash. Spot-On and
RIP-While-Print trademarks and have applied for registration of
certain additional trademarks, in the United States and/or in
foreign jurisdictions. We will continue to evaluate the
registration of additional trademarks as appropriate. Any
failure by us to properly register or maintain our trademarks or
to otherwise take all necessary steps to protect our trademarks
may diminish the value associated with our trademarks. Our
products include software sold pursuant to shrink
wrap licenses that are not signed by the end user and,
therefore, may be unenforceable under the laws of certain
jurisdictions. In addition, the laws of some foreign countries,
including several in which we operate or sell our products, do
not protect intellectual property and proprietary rights to as
great an extent as do the laws of the United States.
From time to time, litigation may be necessary to defend and
enforce our proprietary rights. Such litigation, whether or not
concluded successfully for us, could involve significant expense
and the diversion of managements attention and other
resources. See Item 7, Managements Discussion
and Analysis of Financial Condition and Results of
Operations Factors That Could Adversely Affect
Performance We may be unable to adequately
protect our proprietary information and may incur expenses to
defend our proprietary information.
Risk Factors
In addition to the above information, a discussion of factors
that may adversely affect our future performance and financial
results can be found in this Report under the heading
Factors That Could Adversely Affect Performance in
Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operation.
Financial Information About Foreign and Domestic Operations
and Export Sales
See Note 12 of the Notes to Consolidated Financial
Statements. See also Item 7 Managements
Discussion and Analysis of Financial Condition and Results of
Operations Factors That Could Adversely Affect
Performance We face risks from our
international operations and from currency
fluctuations.
Our principal offices are located at 303 Velocity Way, Foster
City, California on approximately 35 acres of land which we
own. The corporate headquarters facility, which we lease,
includes approximately 295,000 square feet completed in
1999 and 165,000 square feet of additional facilities
completed in 2001. In January 2001 we purchased facilities with
approximately 44,000 square feet in Minneapolis, Minnesota.
In addition to the Foster City and Minneapolis facilities, we
have leased facilities in Parsippany, New Jersey; Vancouver,
Washington; Pittsburgh, Pennsylvania; Lebanon, New Hampshire;
Phoenix, Arizona; Ratigen, Germany; Bangalore, India and
Amsterdam, The Netherlands. We also lease a number of domestic
and international sales offices. For additional information on
our lease obligations see Item 7, Managements
Discussion and Analysis of Financial Condition and Results of
Operations Liquidity and Capital Resources.
We believe that our facilities, in general, are adequate for our
present and currently foreseeable future needs.
|
|
| Item 3: |
Legal Proceedings. |
Over the past several years, Mr. Jan R. Coyle, an
individual living in Nevada, has repeatedly demanded that we buy
technology allegedly invented by his company, Kolbet Labs. In
December 2001, Mr. Coyle threatened to sue us and our
customers for allegedly infringing his soon to be issued patent
and for allegedly misappropriating his alleged trade secrets. We
believe Mr. Coyles claims are baseless and completely
without merit. Therefore, on December 11, 2001, we filed a
declaratory relief action in the United States District
11
Court for the Northern District of California, asking the Court
to declare that we and our customers have not breached any
nondisclosure agreement with Mr. Coyle or Kolbet Labs, nor
have we infringed any alleged patent or misappropriated any
alleged trade secrets belonging to Mr. Coyle or Kolbet Labs
through our sale of Fiery, Splash or EDOX print controllers. We
also sought an injunction enjoining both Mr. Coyle and
Kolbet Labs from bringing or threatening to bring a lawsuit
against us, our suppliers, vendors, customers and users of our
products for breach of contract and misappropriation of trade
secrets. On March 26, 2002, the Northern District of
California Court dismissed our complaint citing the Courts
lack of jurisdiction over Mr. Coyle. We appealed the
Courts dismissal to the Court of Appeals for the Federal
Circuit in Washington D.C., who reversed the dismissal of our
case and remanded it back to the Northern District of California
Court. Mr. Coyle and Kolbet Labs subsequently moved to
dismiss our complaint under the Declaratory Judgment Act. The
Court granted dismissal on February 17, 2004. We again
appealed to the Federal Circuit, which again reversed and
remanded the case on January 5, 2005 finding that our
declaratory action comported with the Declaratory Judgment Act.
The Federal Circuit further noted that the Declaratory Judgment
Act was indeed intended for the very situation we faced.
Meanwhile, on February 17, 2004, we filed a second
declaratory relief action in the Northern District of California
against Mr. Coyle and Kolbet Labs. In light of the Federal
Circuits decision to remand the original action, we
dismissed this second action voluntarily and are now pursuing
all of our claims in the original action.
On February 26, 2002, Mr. Coyles company,
J&L Electronics, filed a complaint against us in the United
States District Court for the District of Nevada alleging patent
infringement, breach of non-disclosure agreements,
misappropriation of trade secrets, violations of federal
antitrust law and related causes of action. We denied all of the
allegations and believed this lawsuit to be without merit. On
March 28, 2003, the Federal District Judge dismissed the
complaint for lack of jurisdiction over us. J&L Electronics
appealed the dismissal to the Court of Appeals for the Federal
Circuit. On February 9, 2004, the Court of Appeals for the
Federal Circuit affirmed the dismissal of J&L
Electronics complaint. J&L appealed to the
U.S. Supreme Court who denied their petition on
January 12, 2004. Although Mr. Coyle lost both of his
appeals in the Nevada action, he caused J&L Electronics to
initiate yet another legal action, this time in Arizona.
On May 3, 2004, J&L Electronics, filed a complaint
against us in the United States District Court for the District
of Arizona alleging patent infringement, breach of
non-disclosure agreements, misappropriation of trade secrets,
violations of federal antitrust law and related causes of
action. We moved to have that legal action dismissed or
transferred to California. On January 19, 2005, the Arizona
court ordered the action transferred to the United States Court
for the District of Northern California. We intend to move the
court to combine our original action with the now-transferred
Arizona action. We believe that the claims in the transferred
Arizona action are without merit and plan to vigorously pursue
dismissal of these claims in the consolidated action.
On June 25, 2003, a securities class action complaint was
filed against Printcafe Software, Inc., now our wholly owned
subsidiary and certain of Printcafes officers in the
United States District Court for the Western District of
Pennsylvania. The complaint alleges that the defendants violated
Sections 11, 12(a)(2) and 15 of the Securities Act of 1933
due to allegedly false and misleading statements in connection
with Printcafes initial public offering and subsequent
press releases. We acquired Printcafe in October 2003. On
June 28, 2004, an amended complaint was filed in the action
adding additional Printcafe directors as defendants. While we
believe this lawsuit is without merit, the parties have reached
an agreement in principle to fully and finally resolve this
litigation, subject to the Courts approval of the proposed
class action settlement. We anticipate executing a written
Stipulation and Settlement Agreement and jointly moving for the
Courts preliminary approval of the settlement with the
next 90 days. If preliminarily approved by the Court a
final fairness hearing will be scheduled accordingly.
Because of the uncertainties related to both the amount and
range of loss on the pending litigation matters, we are unable
to make a reasonable estimate of the liability that could result
from an unfavorable outcome. However, we have reserved the
minimum amount that we could be expected to pay under the two
cases discussed above. Pending or future litigation could be
costly, could cause the diversion of managements attention
and could upon resolution, have a material adverse effect on our
business, results of operations financial condition and cash
flow.
12
In addition, the Company is involved from time to time in
litigation relating to claims arising in the normal course of
its business.
|
|
| Item 4: |
Submission of Matters to a Vote of Security
Holders. |
None.
PART II
|
|
| Item 5: |
Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities. |
Our common stock was first traded on the Nasdaq National Market
under the symbol EFII on October 2, 1992. The table below
lists the high and low sales price during each quarter the stock
was traded in 2004 and 2003.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2004 | |
|
2003 | |
| |
|
| |
|
| |
| |
|
Q1 | |
|
Q2 | |
|
Q3 | |
|
Q4 | |
|
Q1 | |
|
Q2 | |
|
Q3 | |
|
Q4 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
High
|
|
$ |
28.81 |
|
|
$ |
28.57 |
|
|
$ |
28.26 |
|
|
$ |
18.92 |
|
|
$ |
18.19 |
|
|
$ |
22.20 |
|
|
$ |
25.30 |
|
|
$ |
28.10 |
|
|
Low
|
|
|
23.70 |
|
|
|
23.06 |
|
|
|
15.00 |
|
|
|
15.91 |
|
|
|
15.31 |
|
|
|
17.11 |
|
|
|
17.11 |
|
|
|
23.28 |
|
As of February 3, 2005, there were 239 stockholders of
record. Because many of such shares are held by brokers and
other institutions on behalf of stockholders, we are unable to
estimate the total number of stockholders represented by these
record holders.
We have never paid cash dividends on our capital stock. We
currently anticipate that we will retain all available funds for
our business and do not anticipate paying any cash dividends in
the foreseeable future.
Equity Compensation Plan Information
Information regarding our equity compensation plans may be found
in Item 12 of this annual report on Form 10-K and is
incorporated herein by this reference.
Purchases of Equity Securities
Issuer Purchases of Equity Securities
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
(c) Total Number of | |
|
(d) Approximate Dollar | |
| |
|
|
|
|
|
Shares Purchased as | |
|
Value of Shares that | |
| |
|
|
|
|
|
Part of Publicly | |
|
May Yet Be Purchased | |
| |
|
(a) Total Number of | |
|
(b) Average Price | |
|
Announced Plans or | |
|
Under the Plans or | |
| Period |
|
Shares Purchased | |
|
Paid per Share | |
|
Programs | |
|
Programs | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands, except per share amounts) | |
|
October 1-31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
98,937 |
|
|
November 1-30, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
98,937 |
|
|
December 1-31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
98,937 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
On August 26, 2004 we announced that our Board of Directors
had approved $100.0 million for the repurchase of our
outstanding common stock during the next twelve months. We began
repurchasing shares under this program in August 2004 and as of
December 31, 2004 we had repurchased 53,061 shares.
Our buy back program is limited by SEC regulations and by
trading windows set by Company policy. |
13
|
|
| Item 6: |
Selected Financial Data. |
The following table summarizes selected consolidated financial
data as of and for the five years ended December 31, 2004.
This information should be read in conjunction with the audited
consolidated financial statements and related notes thereto.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
As of and For the Years Ended December 31, | |
| |
|
| |
| |
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
2000 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands, except per share amounts) | |
|
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
394,604 |
|
|
$ |
379,587 |
|
|
$ |
350,185 |
|
|
$ |
517,608 |
|
|
$ |
588,449 |
|
|
Cost of revenue
|
|
|
138,382 |
|
|
|
148,054 |
|
|
|
167,685 |
|
|
|
282,113 |
|
|
|
311,152 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
256,222 |
|
|
|
231,533 |
|
|
|
182,500 |
|
|
|
235,495 |
|
|
|
277,297 |
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Research and development
|
|
|
111,134 |
|
|
|
96,697 |
|
|
|
89,973 |
|
|
|
98,116 |
|
|
|
94,097 |
|
| |
Sales and marketing
|
|
|
74,711 |
|
|
|
61,597 |
|
|
|
50,624 |
|
|
|
56,767 |
|
|
|
64,526 |
|
| |
General and administrative
|
|
|
27,264 |
|
|
|
21,690 |
|
|
|
21,778 |
|
|
|
25,456 |
|
|
|
24,784 |
|
| |
Real estate related charges
|
|
|
14,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Amortization of goodwill and identifiable intangibles and other
acquisition-related charges(1),(2)
|
|
|
14,690 |
|
|
|
19,670 |
|
|
|
4,391 |
|
|
|
12,255 |
|
|
|
23,621 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|