ELECTRONICS FOR IMAGING INC
10-Q, 1996-08-13
COMPUTER COMMUNICATIONS EQUIPMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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, 1996

                                       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.
             (Exact name of registrant as specified in its charter)


             Delaware                                      94-3086355
 (State or other jurisdiction of                       (I.R.S.  Employer
  incorporation or organization)                       Identification No.)

                     2855 Campus Drive, San Mateo, CA 94403
          (Address of principal executive offices, including zip code)


                                 (415) 286-8600
              (Registrant's 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 [  ]


The  number  of  shares  of Common  Stock  outstanding  as of June 30,  1996 was
25,369,025.


An Exhibit Index can be found on Page 12.

<PAGE>

                          ELECTRONICS FOR IMAGING, INC.

                                      INDEX



                                                                        Page No.

PART I - Financial Information

Item 1.      Condensed Consolidated Financial Statements

                 Condensed Consolidated Statements of Income
                      Three Months Ended June 30, 1996 and 1995, and
                      Six Months Ended June 30, 1996 and 1995 ..............3

                 Condensed Consolidated Balance Sheets
                      June 30, 1996 and December 31, 1995 ..................4

                 Condensed Consolidated Statements of Cash Flows
                      Six Months Ended June 30, 1996 and 1995 ..............5

                 Notes to Condensed Consolidated Financial Statements ......6


Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations ...........................7


PART II - Other Information

Items 1 - 3. Not Applicable ...............................................12

Item 4.      Submission of Matters to a Vote of Security Holders ..........12

Item 5.      Not Applicable ...............................................12

Item 6.      Exhibits and Reports on Form 8-K .............................12


Signatures ................................................................14

                                       2.

<PAGE>


PART I            FINANCIAL INFORMATION

     ITEM 1.          CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>

                               ELECTRONICS FOR IMAGING, INC.
                        CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                         (In thousands, except per share amounts)
                                        (Unaudited)

<CAPTION>

                                    Three Months Ended                Six Months Ended
                                  ----------------------          ----------------------
                                  June 30,      June 30,           June 30,     June 30,
                                    1996          1995              1996         1995
                                  ---------    ---------          ---------    ---------

<S>                               <C>          <C>                <C>          <C>       
Revenue                           $  69,046    $  44,798          $ 132,695    $  85,162 
Cost of revenue                      34,555       22,393             67,798       42,789
                                  ---------    ---------          ---------    ---------
                                                                
                                     34,491       22,405             64,897       42,373
                                  ---------    ---------          ---------    ---------
                                                                
Operating expenses:                                             
   Research and development           5,091        2,931              9,246        5,740
   Sales and marketing                6,983        5,970             12,843       11,505
   General and administrative         2,387        1,769              4,753        3,361
                                  ---------    ---------          ---------    ---------
                                                                
                                     14,461       10,670             26,842       20,606
                                  ---------    ---------          ---------    ---------
                                                                
     Income from operations          20,030       11,735             38,055       21,767
                                                                
Other income, net                     1,690        1,213              3,349        2,389
                                  ---------    ---------          ---------    ---------
                                                                
     Income before income taxes      21,720       12,948             41,404       24,156
                                                                
Provision for income taxes           (7,819)      (4,661)           (14,906)      (8,696)
                                  ---------    ---------          ---------    ---------
                                                                
     Net income                   $  13,901    $   8,287          $  26,498    $  15,460
                                  =========    =========          =========    =========
                                                                
                                                                
Net income per share              $    0.51    $    0.31          $    0.97    $    0.59
                                  =========    =========          =========    =========
                                                                
                                                                
Shares used in computing                                        
   net income per share              27,413       26,358             27,242       26,274
                                  =========    =========          =========    =========
                                                                
<FN>

          See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                            3.
<PAGE>


                          ELECTRONICS FOR IMAGING, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
               (In thousands, except share and per share amounts)



                                                           June 30, December 31,
                                                            1996        1995
                                                         ----------- -----------
                                                         (Unaudited)
ASSETS                               
Current assets:
   Cash and cash equivalents                                $ 26,503   $ 46,006
   Short-term investments                                    137,112     98,012
   Accounts receivable                                        39,581     27,588
   Inventories                                                 9,372      7,809
   Other current assets                                       11,847      8,173
                                                            --------   --------
     Total current assets                                    224,415    187,588

Property and equipment, net                                    8,776      5,469
Other assets                                                   1,529      1,412
                                                            --------   --------
     Total assets                                           $234,720   $194,469
                                                            ========   ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                         $ 18,146   $ 10,630
   Accrued and other liabilities                              13,558     12,023
   Income taxes payable                                        9,766      7,876
                                                            --------   --------
     Total current liabilities                                41,470     30,529
                                                            --------   --------
Stockholders' equity:
   Preferred Stock, $.01 par value, 5,000,000 shares
     authorized; none issued and outstanding                    --         --
   Common Stock, $.01 par value, 150,000,000 shares
      authorized; 25,369,025 and 24,971,350 shares issued
      and outstanding, respectively                              254        250
   Additional paid-in capital                                 92,487     89,679
   Retained earnings                                         100,509     74,011
                                                            --------   --------
     Total stockholders' equity                              193,250    163,940
                                                            --------   --------
     Total liabilities and stockholders' equity             $234,720   $194,469
                                                            ========   =========


     See accompanying notes to condensed consolidated financial statements.

                                       4.
<PAGE>
<TABLE>

                                       ELECTRONICS FOR IMAGING, INC.
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (In thousands)
                                                (Unaudited)
<CAPTION>

                                                                              Six Months Ended
                                                                  ----------------------------------------
                                                                     June 30,                  June 30,
                                                                       1996                      1995
                                                                  --------------             -------------
<S>                                                                 <C>                      <C>
Cash flows from operating activities:
   Net income                                                       $     26,498             $      15,460
   Adjustments  to  reconcile  net  income  to net
     cash  provided  by  operating activities:
       Depreciation and amortization                                       1,647                     1,278
       Changes in operating assets and liabilities:
         Accounts receivable                                             (11,993)                   (5,694)
         Inventories                                                      (1,563)                   (4,596)
         Other current assets                                             (3,674)                     (990)
         Accounts payable and accrued liabilities                          9,051                     4,467
         Income taxes payable                                              1,890                     4,495
                                                                  --------------             -------------
           Net cash provided by operating activities                      21,856                    14,420
                                                                  --------------             -------------
Cash flows from investing activities:
   Purchase of short-term investments                                   (124,159)                  (69,314)
   Sales and maturities of short-term investments                         85,059                    59,193
   Purchases of property and equipment, net                               (4,954)                   (2,081)
   Other assets                                                             (117)                       (5)
                                                                  --------------             -------------
           Net cash used for investing activities                        (44,171)                  (12,207)
                                                                  --------------             -------------
Cash flows from financing activities:
   Issuance of common stock related to stock plans                         2,812                     1,419
                                                                  --------------             -------------
           Net cash provided by financing activities                       2,812                     1,419
                                                                  --------------             -------------
Net change in cash and cash equivalents                                  (19,053)                    3,632
Cash and cash equivalents at beginning of period                          46,006                    30,219
                                                                  --------------             -------------
Cash and cash equivalents at end of period                          $     26,503              $     33,851
                                                                  ==============             =============
Supplemental disclosure - cash paid for income taxes                $     12,794              $      4,085
                                                                  ==============             =============
<FN>
                  See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                       5.
<PAGE>


                          ELECTRONICS FOR IMAGING, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)



1.       Basis of Presentation

         The interim condensed  consolidated financial statements of Electronics
         for Imaging, Inc. (the Company) as of and for the interim periods ended
         June 30,  1996  have been  prepared  on the same  basis as the  audited
         consolidated financial statements as of and for the year ended December
         31, 1995,  contained in the Company's  Annual  Report to  Stockholders,
         and, in the opinion of management,  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  generally   accepted   accounting
         principles.  The interim condensed  consolidated  financial  statements
         should be read in conjunction with the audited  consolidated  financial
         statements and notes thereto referred to above.

         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
         periods  ended  June 30,  1996 are not  necessarily  indicative  of the
         results to be expected for any other interim period or the full year.


2.       Stock Split

         The Company effected on November 30, 1995, a two-for-one stock split in
         the form of a stock dividend  payable to  stockholders  of record as of
         November  20,  1995.  All  references  in  the  condensed  consolidated
         financial  statements to weighted average numbers of shares outstanding
         and per share amounts have been restated to reflect the stock split.


3.       Inventory Composition
                                     June 30,                December 31,
                                       1996                      1995
                                  --------------            --------------
                                    (unaudited)

         Raw materials            $        2,401            $        3,971
         Work-in-process                   6,091                     3,734
         Finished goods                      880                       104
                                  --------------            --------------
                                  $        9,372            $        7,809
                                  ==============            ==============

                                       6.

<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS


The following  discussion and analysis  should be read in  conjunction  with the
audited consolidated financial statements and related notes thereto contained in
the   Company's   1995  Annual   Report  to   Stockholders.   All   assumptions,
anticipations,  expectations and forecasts  contained herein are forward-looking
statements that involve risks and  uncertainties.  The Company's  actual results
could  differ  materially  from  those  discussed  here.  For  a  more  complete
discussion of factors which might impact the Company's  results,  please see the
section entitled "Factors that Could Adversely Affect Performance" below and the
section  entitled  "Risk  Factors" in the  Company's  1995 Annual Report on Form
10-K,  as  filed  with the  Securities  and  Exchange  Commission.  The  Company
periodically reviews such factors to ensure their appropriateness.

Revenue

The Company's revenue was $69.0 million in the second quarter of 1996,  compared
to $44.8  million  in the  corresponding  quarter of 1995.  Revenue  for the six
months ended June 30, 1996 was $132.7 million,  compared to $85.2 million in the
corresponding  period of 1995. The substantial majority of the Company's revenue
to date is  attributable  to the sale of Fiery and Fiery XJ Color  Servers.  The
increase in revenue reflects  increased market acceptance of the Company's Fiery
XJ Color Servers, the introduction of the Fiery XJe Controller, the expansion of
the Company's sales and marketing  organizations  and increased revenue from the
Company's OEM sales channels due to the above-mentioned market acceptance and an
increase in the number of the Company's OEM partners.  Substantially  all of the
Company's sales in the second quarter of 1996 and 1995 were to its OEM partners.
No assurance can be given that the Company's  relationships with its current OEM
partners  will  continue;  in the  event  that  any  of  such  relationships  is
discontinued or scaled back, the Company could experience a significant negative
impact on its consolidated financial position and results of operations.

The Company completed in the fourth quarter of 1995 an agreement with Canon Inc.
for the  purchase  of Fiery XJ  Color  Servers.  The  agreement  provides  Canon
exclusive  distribution  rights for Fiery XJ Color Servers  designed for Canon's
proprietary  color  copiers.  The  Canon  agreement   effectively  replaced  the
Company's existing distribution channel through the Canon dealer and distributor
network  beginning  in April 1995 with  shipments  to Canon under the terms of a
letter of intent preceding the agreement.  This arrangement has resulted to some
extent in lower associated  selling and marketing costs. The Company sells Fiery
XJ Color Server  products to each of its  significant OEM partners under similar
agreements.

The Company  completed  agreements  in the first  quarter of 1996 with Canon and
Digital  Equipment  Corporation,  and in the  second  quarter  of 1996  with IBM
Corporation,  under which these  companies  are  developing  desktop color laser
printers using the Company's Fiery XJe  Controller.  The Fiery XJe Controller is
an embedded  controller that, when combined with a specified color laser engine,
results in a desktop color laser printer with superior speed and output quality.

                                       7.
<PAGE>

International  revenue  continued to grow in the second quarter of 1996, and was
affected by sales mix and certain OEM product  requirements.  Direct  sales into
Japan accounted for  approximately  31% and 12% of revenue in the second quarter
of 1996 and  1995,  respectively,  a result  of  increasing  sales of Fiery  XJe
product to Canon in Japan,  where final assembly of the  associated  color laser
printers is performed prior to sales by Canon to Europe and Japan,  and also due
to the timing of certain OEM product  orders.  Sales into Japan were 23% and 16%
of revenue for the six months ended June 30, 1996 and 1995, respectively.  Sales
into Europe  accounted  for  approximately  21% and 32% of revenue in the second
quarter of 1996 and 1995,  respectively,  reflecting  the timing of certain  OEM
product orders in preparation of the  anticipated  introduction of the Fiery XJ+
product  line.  Sales into Europe were 22% and 29% of revenue for the six months
ended June 30, 1996 and 1995,  respectively.  Further,  shipments to some of the
Company's OEM customers are made to  centralized  purchasing  and  manufacturing
locations which in turn sell through to foreign locations.  As a result of these
factors, the Company believes that sales of Fiery XJ and Fiery XJe products into
Europe and Japan may actually be higher,  though  accurate  data is difficult to
obtain.  The  Company  expects  that  international  revenue  will  continue  to
represent a significant portion of its total revenue.

Cost of Revenue

The  substantial  majority  of the  Company's  cost of  revenue to date has been
attributable  to the sale of Fiery  and Fiery XJ Color  Servers.  Fiery XJ Color
Servers are manufactured by third-party  manufacturers  who purchase most of the
necessary  components.  The Company sources directly the PostScript  interpreter
software,  which it in turn licenses from Adobe,  other  software  licensed from
various sources, and proprietary memory and CPU subsystems.  The Company's gross
margin was 50.0% in the  second  quarter  of 1996,  unchanged  from 50.0% in the
corresponding  quarter of 1995.  Overall  gross margin in the second  quarter of
1996 was favorably impacted by low market prices for DRAM components used in the
Company's  products,  offset by increased  shipments of Fiery XJe Controllers at
margins lower than those of the Company's  other  products.  The Company's gross
margin was 48.9% for the six months ended June 30, 1996,  down from 49.8% in the
corresponding  period of 1995,  primarily  reflecting  the  change in mix of the
Company's sales.

The  Company's  gross  margin  depends in part on prices it is able to attain on
Fiery XJ Color Servers,  Fiery XJe  Controllers and future  products.  The lower
manufacturing  costs of the Fiery XJ Color Server  models have given the Company
flexibility to offer products with a broad range of prices. In addition,  as the
Company  continues to introduce new Fiery XJ products,  it may continue to lower
prices on existing  products.  The Fiery XJe  Controller  will  continue to have
lower  margins than the  Company's  other  products,  reflecting  the  different
distribution and marketing  practices employed for desktop color laser printers.
Accordingly,  if the Fiery XJe Controller  continues to increase as a percentage
of  revenue,  the  Company's  overall  gross  margin is  expected to continue to
decline. In addition,  gross margin will continue to be impacted by a variety of
factors including,  among others, the availability and pricing of key components
(including  DRAMs and PostScript  interpreter  software),  product,  channel and
geographic  mix,  the  success  of the  Company's  product  transitions  and new
products, competition, and general economic conditions.

                                       8.
<PAGE>

Research and Development

Expenses for research and development  consist  primarily of personnel  expenses
and, to a lesser extent,  consulting services,  costs of prototype materials and
depreciation.  Research and  development  expenses  were $5.1 million or 7.4% of
revenue  in the  second  quarter of 1996,  compared  to $2.9  million or 6.5% of
revenue in the  corresponding  quarter of 1995, and $9.2 million or 7.0% for the
six  months  ended  June  30,  1996,  compared  to $5.7  million  or 6.7% in the
corresponding  period  of 1995.  Research  and  development  expenses  increased
primarily due to costs related to increases in the number of engineers  employed
and associated  expenditures.  The Company  believes that the development of new
products and  enhancement  of existing  products is  essential to its  continued
success,  and management intends to continue to devote substantial  resources to
research and new product development.  Accordingly, the Company expects that its
research and development  expenses may increase in absolute dollars and possibly
also as a percentage of revenue.

Sales and Marketing

Sales and marketing  expenses include personnel  expenses,  tradeshows and other
promotional  expenses,   sales  commissions,   travel,  public  relations,   and
depreciation  and facility  costs  associated  with sales  offices in the United
States,  Europe and Japan.  Sales and  marketing  expenses  were $7.0 million or
10.1% of revenue in the second  quarter  of 1996,  compared  to $6.0  million or
13.3% of revenue in the corresponding quarter of 1995, and $12.8 million or 9.7%
for the six months  ended June 30, 1996,  compared to $11.5  million or 13.5% in
the corresponding  period of 1995. While sales and marketing  expenses decreased
as a percentage  of total  revenue,  such  expenses  have  increased in absolute
dollars due primarily to increases in employee  headcount and costs required for
the  promotion  and  support of Fiery XJ  products.  The  decrease  in sales and
marketing expenses as a percentage of revenue is due to the Company's  increased
sales to its OEM partners,  certain cost reductions resulting from the Company's
December  1995  agreement  with Canon,  and  continuing  cost control  measures,
including the  consolidation of certain  duplicative  European sales facilities.
The  Company  expects  that its sales and  marketing  expenses  may  increase in
absolute dollars and possibly also as a percentage of revenue as it continues to
actively  promote  its  products,  launch new Fiery XJ and other  products,  and
continue to build its worldwide sales and marketing organization.

General and Administrative

General and administrative expenses consist primarily of personnel expenses and,
to a lesser extent,  professional  fees,  expenses required of a public company,
and depreciation and facility costs.  General and  administrative  expenses were
$2.4 million or 3.5% of revenue in the second quarter of 1996,  compared to $1.8
million  or 3.9% of  revenue  in the  corresponding  quarter  of 1995,  and $4.8
million or 3.6% for the six months ended June 30, 1996, compared to $3.4 million
or 3.9% in the  corresponding  period of 1995. While general and  administrative
expenses  decreased  as a  percentage  of total  revenue,  these  expenses  have
increased  in absolute  dollars  primarily  due to the  addition of personnel to
support  the  Company's  operations.  The Company  expects  that its general and
administrative  expenses may increase in absolute dollars and possibly also as a
percentage of revenue in order to support any growth in operations.

                                       9.
<PAGE>

Income Taxes

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting  Standards  No. 109,  Accounting  for Income  Taxes,  for all periods
presented.  The Company's effective tax rate was 36.0% for the second quarter of
1996 and 1995. In each period the Company  benefited from  increased  tax-exempt
interest  income,  increases  in  foreign  sales  and  to a  lesser  extent  the
utilization  of research and  development  credits in  achieving a  consolidated
effective  tax  rate  lower  than  that  prescribed  by  the  respective  taxing
authorities. The Company anticipates that these benefits will continue to have a
favorable impact on the Company's consolidated effective tax rate.

Liquidity and Capital Resources

Cash, cash equivalents and short-term investments increased to $163.6 million as
of June 30,  1996,  up from $144.0  million as of  December  31,  1995.  Working
capital  increased to $183.0 million as of June 30, 1996, up from $157.1 million
as of December 31, 1995.  Net cash  provided by operating  activities  was $21.9
million  and $14.4  million  for the six month  periods  ended June 30, 1996 and
1995,  respectively,  primarily  as a result of  profitable  operations  in both
periods.  The Company purchased  approximately $5.0 million of capital equipment
and  furniture  during the six month  period  ended June 30,  1996,  compared to
purchases of $2.1 million in the corresponding period of 1995.

The Company  believes  that its existing  capital  resources  together with cash
generated from  continuing  operations will be sufficient to fund its operations
and meet capital requirements through at least 1997.

Factors That Could Adversely Affect Performance

The following may impact the Company's future performance and financial results:

New Product Introductions.  Delays in the launch or availability of new products
could have an adverse  effect on the Company's  financial  results.  New product
introductions also carry the risk that customers will delay or cancel orders for
existing products pending shipments of new products.  If the Company is not able
to  successfully  manage future product  transitions,  its results of operations
could be adversely affected.

Competition.  The Company has seen  competition in the market from companies and
products that provide similar  functionality  and believes that such competition
will continue and may intensify. There can be no assurance that the Company will
be able to  successfully  launch new  products or compete  successfully  against
other companies' product offerings.

Fiery XJe. The Company is currently  selling the Fiery XJe  Controller to Canon,
IBM and Digital under OEM agreements. No assurance can be given that the Company
will  continue  to  recognize  significant  revenue  from such sales or that the
Company  will be  successful  in  further  marketing  this  product to other OEM
partners or other parties.

Reliance  on OEM  Partners.  No  assurance  can be given that the  Company  will
continue to supply  products to each of its current OEM  partners.  In the event
that an OEM partner  discontinues  or reduces its level of purchases of Fiery XJ
Color Servers, the Company would experience a significant negative impact on its
consolidated financial position and results of operations.

                                      10.
<PAGE>

Fluctuations  in  Operating  Results.  Operating  results may  fluctuate  due to
factors  such as demand for the  Company's  products,  success and timing of the
introduction  of  new  products,   price  reductions  by  the  Company  and  its
competitors, delay, cancellation or rescheduling of orders, product performance,
seasonal   purchasing   patterns  of  its  OEMs,   performance   of  third-party
manufacturers,  product inventory levels, availability of key components for the
Company's  products,  the Company's  relationships  with,  among  others,  Adobe
Systems Inc. and the OEM partners that distribute the Fiery XJ Color Server, the
Company's  ability to develop and market new products,  the timing and amount of
sales and marketing  expenditures,  and the general demand for color copiers and
color laser printers.

Limited Backlog. The Company typically does not obtain long-term volume purchase
contracts from its customers, and a substantial portion of the Company's backlog
is scheduled  for delivery  within 90 days or less.  Customers may cancel orders
and change volume levels or delivery times without penalty.  Quarterly sales and
operating  results  therefore  depend on the volume and timing of the backlog as
well as bookings  received  during the  quarter.  A  significant  portion of the
Company's  operating  expenses  are fixed,  and planned  expenditures  are based
primarily on sales forecasts and product development  programs.  If sales do not
meet the  Company's  expectations  in any given  period,  the adverse  impact on
operating  results  may  be  magnified  by the  Company's  inability  to  adjust
operating  expenses  sufficiently  or quickly  enough to  compensate  for such a
shortfall.

Volatility of Stock Price. Due to various factors,  including those noted above,
the  Company's  future  earnings  and stock price may be subject to  significant
volatility,  particularly  on a quarterly  basis.  Any  shortfall  in revenue or
earnings from levels expected by securities analysts could have an immediate and
significant adverse effect on the trading price of the Company's common stock in
any given period. The Company  participates in a highly dynamic industry,  which
often results in significant volatility for the Company's common stock price.

                                      11.

<PAGE>


PART II           OTHER INFORMATION


     ITEMS 1 - 3.

There is no applicable  information  to report under Part II, Items 1 - 3 during
the period covered by this report.


     ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The following  items were  submitted to the  stockholders  of the Company at the
Company's Annual Meeting of Stockholders held May 2, 1996. Each of these matters
was approved by a majority of shares represented at the meeting.

     (a)          The election of six  directors to serve a one-year  term until
                  their successors are duly elected and qualified. The following
                  is a summary of the votes cast for and the votes  withheld for
                  each individual.
                                             Votes For          Votes Withheld
                                            ----------          --------------
                  Efraim Arazi              19,528,177             289,626
                  Dan Avida                 19,521,167             296,636
                  Gill Cogan                19,781,959              35,844
                  Jean-Louis Gassee         19,776,327              41,476
                  Dan Maydan                19,781,724              36,079
                  Thomas Unterberg          19,774,825              42,978

     (b)          The  approval  of an  amendment  to the  1990  Stock  Plan  to
                  increase the number of shares reserved for issuance thereunder
                  by  an  additional  950,000  shares.  Results  of  the  voting
                  included  13,030,196  votes for,  6,678,189  votes against and
                  109,418 shares abstained or not voted.

     (c)          The ratification of the appointment of Price Waterhouse LLP as
                  the independent accountants of the Company for the fiscal year
                  ended  December  31,  1996.  Results  of the  voting  included
                  19,797,480  votes for,  4,507 votes  against and 15,816 shares
                  abstained.


     ITEM 5.

There is no  applicable  information  to report under Part II, Item 5 during the
period covered by this report.


     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       (a)    Exhibits
              11.1     Statement re Computation of Per Share Earnings   Page 13.


       (b)    Reports on Form 8-K

              No reports on Form 8-K were filed by the Company during the three-
              month period ended June 30, 1996.

                                      12.



                                                                    EXHIBIT 11.1

<TABLE>

                         ELECTRONICS FOR IMAGING, INC.
               STATEMENT RE COMPUTATION OF PER SHARE EARNINGS (1)
                     (In thousands, except per share data)
                                   (Unaudited)
<CAPTION>

                                             Three Months Ended        Six Months Ended  
                                            --------------------      --------------------
                                            June 30,    June 30,      June 30,   June 30,
                                              1996        1995         1996        1995    
                                            ---------  ---------      ---------  ----------                          
<S>                                          <C>       <C>            <C>        <C>
Net income for purposes of computing                                  
  net income per share                       $13,901   $ 8,287        $26,948    $15,460
                                            =========  =========      =========  ==========

Weighted average common shares outstanding    25,274    24,444         25,164     24,363
                                                                      
Weighted common equivalent shares                                     
    from options (3)                           2,139     1,914          2,078      1,911
                                            ---------   --------      ---------  ----------                          
Weighted average common shares                                        
    and equivalents                           27,413    26,358         27,242     26,274
                                            =========  =========      =========  ==========

Net income per share                         $  0.51   $  0.31        $  0.97    $  0.59
                                            =========  =========      =========  ==========                          
<FN>
                                                                     
                                                                 

(1)      This Exhibit should be read in conjunction with "Summary of Significant
         Accounting  Policies  - Net  Income  per  Share"  in Note 1 of Notes to
         Consolidated  Financial  Statements,  contained in the  Company's  1995
         Annual Report to Stockholders.

(2)      All per share data and shares  used in  computing  net income per share
         have been  restated to reflect the Company's  two-for-one  stock split.
         See Note 2 of Notes to Condensed Consolidated Financial Statements.

(3)      Computed  using the  treasury  stock  method.  The  difference  between
         primary net income per share and fully  diluted net income per share is
         not significant.
</FN>
</TABLE>
                                      13.

<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                        ELECTRONICS FOR IMAGING, INC.          
                                                                               
                                                                               
August 5, 1996                           By /s/  Dan Avida                     
                                         -----------------------------         
                                         Dan Avida                             
                                         President and Chief Executive Officer 
                                                                               
                                                                               
                                         By /s/  David Warner                  
                                         ------------------------------        
                                         David Warner                          
                                         Vice President, Finance               
                                                                               
                                                                               
                                       14.

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
    THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 APR-01-1996
<PERIOD-END>                                   JUN-30-1996
<CASH>                                         26,503,000
<SECURITIES>                                  137,112,000 
<RECEIVABLES>                                  39,581,000
<ALLOWANCES>                                            0
<INVENTORY>                                     9,372,000
<CURRENT-ASSETS>                              224,415,000
<PP&E>                                         20,307,000
<DEPRECIATION>                                 11,531,000
<TOTAL-ASSETS>                                234,720,000
<CURRENT-LIABILITIES>                          41,470,000
<BONDS>                                                 0
<COMMON>                                       92,741,000
                                   0
                                             0
<OTHER-SE>                                    100,509,000
<TOTAL-LIABILITY-AND-EQUITY>                  234,720,000
<SALES>                                        69,046,000
<TOTAL-REVENUES>                               69,046,000
<CGS>                                          34,555,000
<TOTAL-COSTS>                                  34,555,000
<OTHER-EXPENSES>                               14,461,000
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                             (1,690,000)
<INCOME-PRETAX>                                21,720,000
<INCOME-TAX>                                    7,819,000
<INCOME-CONTINUING>                            13,901,000
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                   13,901,000
<EPS-PRIMARY>                                        0.51
<EPS-DILUTED>                                        0.51
        


</TABLE>


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