ELECTRONICS FOR IMAGING INC
10-Q, 1997-11-13
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 September 30, 1997

                                       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)


                                 (650) 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 September  30, 1997 was
52,417,072.

An Exhibit Index can be found on Page 16.


<PAGE>

<TABLE>

                          ELECTRONICS FOR IMAGING, INC.

                                      INDEX


<CAPTION>

                                                                                                         Page No.
<S>               <C>                                                                                        <C>
PART I - Financial Information

Item 1.           Condensed Consolidated Financial Statements

                      Condensed Consolidated Statements of Income
                           Three Months Ended September 30, 1997 and 1996, and
                           Nine Months Ended September 30, 1997 and 1996 ....................................3

                      Condensed Consolidated Balance Sheets
                           September 30, 1997 and December 31, 1996 .........................................4

                      Condensed Consolidated Statements of Cash Flows
                           Nine Months Ended September 30, 1997 and 1996 ....................................5

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


Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations .......................................................8

Item 3.           Not Applicable............................................................................15

PART II - Other Information

Items 1 - 5.      Not Applicable ...........................................................................16

Item 6.           Exhibits and Reports on Form 8-K .........................................................16


Signatures .................................................................................................18

</TABLE>
                                       2



<PAGE>


<TABLE>
PART I        FINANCIAL INFORMATION

     ITEM 1.          CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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


<CAPTION>
                                                      Three Months Ended                   Nine Months Ended
                                                         September 30,                       September 30,
                                                 -----------------------------       ------------------------------
                                                     1997             1996                1997            1996
                                                 -------------   -------------       -------------   --------------

<S>                                              <C>             <C>                 <C>             <C>       
Revenue                                          $     107,323   $      75,121       $     298,962   $      207,816
Cost of revenue                                         48,295          36,422             134,795          104,220
                                                 -------------   -------------       -------------   --------------

                                                        59,028          38,699             164,167          103,596
                                                 -------------   -------------       -------------   --------------

Operating expenses:
   Research and development                             10,753           5,806              28,144           15,052
   Sales and marketing                                  10,520           7,695              30,565           20,538
   General and administrative                            2,913           2,634               8,627            7,387
                                                 -------------   -------------       -------------   --------------

                                                        24,186          16,135              67,336           42,977
                                                 -------------   -------------       -------------   --------------

     Income from operations                             34,842          22,564              96,831           60,619

Other income, net                                        2,523           1,738               7,779            5,087
                                                 -------------   -------------       -------------   --------------

     Income before income taxes                         37,365          24,302             104,610           65,706

Provision for income taxes                              13,451           8,749              37,659           23,655
                                                 -------------   -------------       -------------   --------------

     Net income                                  $      23,914   $      15,553       $      66,951   $       42,051
                                                 =============   =============       =============   ==============


Net income per share                             $        0.43   $        0.28       $        1.20   $         0.77
                                                 =============   =============       =============   ==============


Shares used in computing
   net income per share                                 56,216          55,028              55,897           54,648
                                                 =============   =============       =============   ==============


<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)
                                   (Unaudited)


                                                      September 30, December 31,
                                                           1997         1996
                                                         --------     --------
ASSETS

Current assets:
   Cash and cash equivalents                                $ 77,022   $ 71,946
   Short-term investments                                    178,528    140,154
   Accounts receivable                                        55,088     40,875
   Inventories                                                15,750     11,004
   Other current assets                                       32,052     22,970
                                                            --------   --------

     Total current assets                                    358,440    286,949

Property and equipment, net                                   40,928     10,640
Other assets                                                   1,447      1,364
                                                            --------   --------

     Total assets                                           $400,815   $298,953
                                                            ========   ========
                                                            


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                         $ 25,040   $ 16,355
   Accrued and other liabilities                              26,933     25,980
   Income taxes payable                                       19,488      7,248
                                                            --------   --------

     Total current liabilities                                71,461     49,583

Long term liabilities                                          4,532       --
                                                            --------   --------

     Total liabilities                                        75,993     49,583
                                                            --------   --------

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; 52,417,072 and 51,503,314 shares issued
      and outstanding, respectively                              524        515
   Additional paid-in capital                                121,152    112,660
   Retained earnings                                         203,146    136,195
                                                            --------   --------

     Total stockholders' equity                              324,822    249,370
                                                            --------   --------

     Total liabilities and stockholders' equity             $400,815   $298,953
                                                            ========   ========
                                                            


See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>


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

                                                 Nine Months Ended September 30,
                                                            1997         1996
                                                         ---------    ---------
Cash flows from operating activities:
   Net income                                            $  66,951    $  42,051
   Adjustments  to  reconcile  net  income  to net
     cash  provided  by  operating activities:
       Depreciation and amortization                         4,454        2,702
       Changes in operating assets and liabilities:
         Accounts receivable                               (14,213)     (12,014)
         Inventories                                        (4,746)      (5,637)
         Other current assets                               (9,082)      (8,279)
         Accounts payable and accrued liabilities            9,638       11,775
         Income taxes payable                               12,240        9,212
                                                         ---------    ---------

           Net cash provided by operating activities        65,242       39,810
                                                         ---------    ---------

Cash flows from investing activities:
   Purchase of short-term investments                     (141,013)    (160,392)
   Sales and maturities of short-term investments          102,639      116,921
   Purchases of land, property and equipment, net          (30,210)      (7,471)
   Other assets                                                (83)        (205)
                                                         ---------    ---------

           Net cash used for investing activities          (68,667)     (51,147)
                                                         ---------    ---------

Cash flows from financing activities:
   Issuance of common stock related to stock plans           8,501        4,659
                                                         ---------    ---------

           Net cash provided by financing activities         8,501        4,659
                                                         ---------    ---------

Net change in cash and cash equivalents                      5,076       (6,678)

Cash and cash equivalents at beginning of period            71,946       46,006
                                                         ---------    ---------

Cash and cash equivalents at end of period               $  77,022    $  39,328
                                                         =========    =========

Supplemental disclosure - cash paid for income taxes     $  25,541    $  14,286
                                                         =========    =========

See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>


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



1.       Basis of Presentation

         The unaudited interim condensed  consolidated  financial  statements of
         Electronics  for Imaging,  Inc. (the Company) as of and for the interim
         periods  ended  September 30, 1997 have been prepared on the same basis
         as the audited consolidated financial statements as of and for the year
         ended  December 31, 1996,  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 September 30, 1997 are not necessarily  indicative of the
         results to be expected for any other interim period or the full year.

2.       The Company effected on February 20, 1997, a two-for-one stock split in
         the form of a stock dividend  payable to  stockholders  of record as of
         February  10,  1997.  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.

                                       6
<PAGE>



3.       Recent Accounting Pronouncements

         In February  1997,  the  Financial  Accounting  Standards  Board issued
         Statement of Financial  Accounting  Standards  No. 128,  "Earnings  per
         Share."  This  statement  is effective  for the  Company's  fiscal year
         ending  December 31, 1997. The Statement  redefines  earnings per share
         under generally accepted accounting principles. Under the new standard,
         primary  earnings per share is replaced by basic earnings per share and
         fully  diluted  earnings per share is replaced by diluted  earnings per
         share. If the Company had adopted this Statement as of the beginning of
         1996,  the  pro-forma  earnings  per share for the three month and nine
         month  periods  ended  September  30, 1997 and September 30, 1996 would
         have been as follows:

                                       Three Months Ended      Nine Months Ended
                                          September 30,          September 30,
                                       ------------------     ------------------
                                        1997         1996      1997         1996
                                       -----        -----     -----        -----

         Basic earnings per share      $0.46        $0.31     $1.29        $0.83
         Diluted earnings per share    $0.43        $0.28     $1.20        $0.77


4.       Inventory Composition
                                        September 30,              December 31,
                                            1997                      1996
                                           -------                   -------

         Raw materials                     $14,243                   $ 6,696
         Work-in-process                       346                     3,374
         Finished goods                      1,161                       934
                                           -------                   -------

                                           $15,750                   $11,004
                                           =======                   =======

5.        Subsequent Event

         On  October  15,  1997  the  Company  acquired  all  of  the  stock  of
         Parsippany,  NJ based  Pipeline  Associates,  Inc., a leading  software
         developer   specializing  in  PostScript,   HTML  and  PCL  interpreter
         technologies,  for $13.1 million in cash. The Company is in the process
         of determining the allocation of the purchase price to the tangible and
         identifiable  intangible assets and liabilities  acquired.  The Company
         believes a substantial  portion of the purchase price will be allocated
         to  in-process  technology  acquired,  which will be written off in the
         fourth quarter of 1997 because of the uncertainty as to realization.

                                       7

<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 of Electronics for Imaging, Inc. (the
Company) and related notes thereto contained in the Company's 1996 Annual Report
to  Stockholders.  Results for the three and nine month periods ended  September
30, 1997 are not  necessarily  indicative  of the results to be expected for the
entire  fiscal year ended  December 31, 1997.  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  1996 Annual Report on Form 10-K, as filed with
the Securities and Exchange  Commission.  The Company  periodically reviews such
factors to ensure their appropriateness.

Results of Operations - Three and Nine Month Period Ended 9/30/97 and 9/30/96

Revenue

The Company's revenue was $107.3 million in the third quarter of 1997,  compared
to $75.1  million in the  corresponding  quarter of 1996.  Revenue  for the nine
months ended September 30, 1997 was $299.0  million,  compared to $207.8 million
in the corresponding  period of 1996. The substantial  majority of the Company's
revenue to date is attributable to the sale of Fiery and Fiery XJ Color Servers.
Revenue  growth has been generated by ongoing  expansion of the Company's  sales
and marketing organizations and corresponding new market penetration, as well as
introductions  of new features on the Company's  Fiery XJ Color Server and Fiery
XJe Controller products. Additionally, the company continues to benefit from the
ongoing expansion of the color print market worldwide.

International  revenue  continued to grow in the third quarter of 1997,  and was
affected  by  sales  mix and  certain  OEM  product  requirements  and  shipping
requirements. Direct sales into Japan accounted for approximately 19% and 23% of
revenue in the third quarter of 1997 and 1996, respectively. This decline is due
to some  softness  in the  Japanese  economy  that  has  shifted  the  company's
geographic  mix more toward the European,  Domestic and  Rest-of-World  regions.
Sales into Japan were 19% and 23% of revenue for the nine months ended September
30,  1997  and  1996,  respectively.  This  also is a  result  of the mix  shift
mentioned  above as well as a large product  launch and the  resultant  pipeline
fill  in  the  second  quarter  of  1996.   Sales  into  Europe   accounted  for
approximately  34% and 28% of  revenue  in the third  quarter  of 1997 and 1996,
respectively, and 30% and 24% of revenue for the nine months ended September 30,
1997 and 1996, respectively.

                                       8


<PAGE>

Beginning in the second quarter of 1997, some sales that were  previously  being
shipped to destinations in the United States and  redistributed  to Europe began
being  shipped  directly  to Europe due to a change in the  Company's  logistics
arrangements  with one of its major  customers.  Other  shipments to some of the
Company's  OEM partners 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 its products into Europe and Japan
may actually be higher,  though  accurate  data is  difficult to obtain.  In the
Rest-of-World region, the company experienced substantial year over year growth.
Sales into this region  accounted  for 5% and 1% of revenue in the third quarter
of 1997 and 1996, respectively. For the nine months ended September 30, 1997 and
1996, sales to Rest-of-World  accounted for 4% and 2% respectively.  The Company
expects  that  international  revenue will  continue to represent a  significant
portion of its total revenue.

The Company continues to derive the substantial majority of its revenue from OEM
agreements  with its  partners.  No  assurance  can be given that the  Company's
relationships  with these 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.  A discussion of these  agreements is contained in this 10Q under
the section titled Factors That Could Adversely Affect Performance. Please refer
to this section of the 10Q for further detail on the agreements.

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  proprietary  memory and
certain ASICs, and software licensed from various sources,  including PostScript
interpreter  software,  which the Company licenses from Adobe Systems,  Inc. The
Company's  gross margin was 55.0% in the third quarter of 1997, up from 51.5% in
the corresponding  quarter of 1996. The Company's gross margin was 54.9% for the
nine months ended September 30, 1997, up from 49.8% in the corresponding  period
of 1996.  Overall  gross margin in 1997  continued to be supported by low market
prices for DRAM  components  used in the  Company's  products and other  ongoing
manufacturing savings efforts.

                                       9

<PAGE>

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  Servers  have  given  the  Company
flexibility  to offer  products  with a broad range of prices.  In the first and
second quarters of 1997, the Company made significant  price  reductions  across
its line of  products  and saw  substantial  increases  in volumes  while  still
maintaining  its  gross  margins.  In  addition,  as the  Company  continues  to
introduce  new Fiery  products,  it may  continue  to lower  prices on  existing
products. Embedded Fiery Controllers for desktop color printers 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.
This will also be the case with the new black and white products currently being
developed. Accordingly, if embedded Fiery Controllers for desktop color printers
and Fiery Servers for digital  black and white copiers  increase as a percentage
of revenue, the Company's overall gross margin is expected to decline, all other
things being equal.  In general,  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),  third-party
manufacturing  costs,  product,  channel and geographic  mix, the success of the
Company's  product  transitions  and  new  products,  competition,  and  general
economic  conditions  in the United  States and abroad.  The  Company  currently
expects  to  continue  to take steps to reduce  product  costs,  expand  product
offerings and control  operating  expenses;  however,  no assurance can be given
that these efforts will be successful.

                                       10


<PAGE>

Operating Expenses

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  technology,  and  depreciation.  Research and
development expenses were $10.8 million or 10.0% of revenue in the third quarter
of 1997,  compared  to $5.8  million  or 7.7% of  revenue  in the  corresponding
quarter of 1996,  and $28.1 million or 9.4% for the nine months ended  September
30, 1997, compared to $15.1 million or 7.2% in the corresponding period of 1996.
Research and development  expenses increased  primarily due to incremental costs
related to the number of engineers  employed which in turn relates to the number
of projects now  underway.  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.  Such 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,  Japan and other locations.  Sales and marketing  expenses were
$10.5 million or 9.8% of revenue in the third quarter of 1997,  compared to $7.7
million  or 10.2% of  revenue in the  corresponding  quarter of 1996,  and $30.6
million or 10.2% for the nine months ended September 30, 1997, compared to $20.5
million  or 9.9% in the  corresponding  period  of  1996.  Sales  and  marketing
expenses  increased as a percentage  of total revenue due primarily to increases
in employee  headcount,  opening of new sales offices and costs required for the
promotion  and support of the Company's  existing and new products.  The Company
expects that its sales and marketing  expenses may increase in absolute  dollars
and also as a  percentage  of revenue as it  continues  to actively  promote its
products, launch new Fiery models and other products,  increase or defend market
share and continue to build its sales and marketing organization.

General  and  Administrative.  Such  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 $2.9  million or 2.7% of  revenue  in the third  quarter of 1997,
compared  to $2.6  million or 3.5% of revenue  in the  corresponding  quarter of
1996,  and $8.6 million or 2.9% of revenue for the nine months  ended  September
30,  1997,  compared  to $7.4  million or 3.6% of  revenue in the  corresponding
period  of 1996.  While  general  and  administrative  expenses  decreased  as a
percentage of total revenue,  these expenses have increased in absolute dollars.
The  increases  were  primarily  due to the  addition of  personnel  and related
expenses 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  ongoing  growth in
operations.

                                       11

<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 third quarter of
1997 and 1996. 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 $255.6 million as
of September 30, 1997, up from $212.1  million as of December 31, 1996.  Working
capital  increased to $287.0  million as of September  30, 1997,  up from $237.4
million as of December 31, 1996.  Net cash provided by operating  activities was
$65.2 million and $39.8  million for the nine month periods ended  September 30,
1997 and 1996,  respectively,  primarily as a result of profitable operations in
both periods.  In the third quarter of 1997, the Company  purchased land for its
new corporate  campus in Foster City,  California  for $20.2 million in cash and
the assumption of $4.5 million in bonds payable due through 2009. In addition to
the land  purchase,  the  Company  had  outlays  of $10.0  million  for  capital
equipment and furniture  during the nine month period ended  September 30, 1997,
compared to purchases of $7.5 million of capital  equipment and furniture in the
corresponding  period  of  1996.  On  October  15,  1997  the  Company  acquired
Parsippany,  NJ based  Pipeline  Associates,  Inc. for $13.1 million in cash, as
discussed  in Footnote 5 to the  Condensed  Consolidated  Financial  Statements,
above.

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 1998.

                                       12

<PAGE>

Factors That Could Adversely Affect Performance

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

Distributor  and  Development  Agreements.  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 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.  During the first quarter of 1997,  the  agreement  with Canon
expired,  but the parties  have  extended  the  agreement  on a quarterly  basis
through the fourth quarter of 1997. The Company expects to finalize the terms of
the new agreement in due course and is continuing  the  relationship  with Canon
under the terms of the original  agreement.  No assurance  can be given that the
Company  will  be  able to  successfully  complete  the  agreement  under  terms
considered  favorable to the Company. If the agreement with Canon is not signed,
the Company's operating results could be adversely affected, as it would have to
transition back to sales through Canon dealers and distributors  worldwide.  The
Company  sells Fiery XJ Color  Server  products to each of its  significant  OEM
partners under similar agreements.

The Company also sells the Fiery XJe Controller  through similar agreements with
OEM partners.  These  companies  combine the Fiery XJe  Controller  with a color
laser engine to produce a desktop color laser  printer with  superior  speed and
output quality.

The Company completed a development  agreement in the first quarter of 1997 with
Konica to produce a next generation  Fiery Print  Controller which when combined
with a desktop  color laser  printer will  deliver  superior  performance  at an
extremely  economical price point. During the second quarter of 1997 the Company
entered into a similar development agreement with Mita Copystar America. In July
1997, a development  agreement was signed with Sharp Electronics  Corporation to
produce a Fiery Server for the new  generation  of mid-range  digital  black and
white copiers allowing the Company to leverage the technology  created for color
products  into the black and  white  digital  copier  marketplace.  The  company
further  entered into an OEM  agreement  with Sharp during the third  quarter of
1997 to market the new Fiery LX for digital black and white devices. Also during
the third quarter,  the company entered into a development  agreement with Epson
to launch a Fiery  Server for an Epson Color Inkjet  Printer in Japan.  Finally,
the Company  has  finalized  the terms of a  development  agreement  with Oce to
produce  a new Fiery  Server  for Oce's  high-speed  black and white  production
printing system. The combination printing solution was previewed at a trade show
in the second  quarter of 1997.  No assurance can be given that any of the above
products will meet with market acceptance upon development.

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

                                       13

<PAGE>

New Product  Introductions.  The Company  continues to look at  opportunities to
develop product lines distinct from the Fiery XJ Color Server. Such new products
may require the investment of capital for the  development  of new  distribution
and  marketing  channels,  at an unknown  cost to the  Company.  There can be no
guarantee  that the  Company  would be  successful  in the  development  of such
channels or that any new  products  will gain market  acceptance.  Further,  new
products may directly  impact the sales of the Company's  Fiery XJ products.  If
the Company is not able to successfully manage the introduction of new products,
its results of operations could be adversely affected.

During the first three  quarters of 1997,  the  Company  introduced  several new
product upgrades and  enhancements.  These included the R5000 CPU, which runs at
200 MHz, for the Fiery XJ+ series of color servers and the Fiery Web Tools which
allow the user to access any Fiery Color Server or Fiery Driven desktop  printer
from the World Wide Web and distribute  data  electronically.  The user can then
print  directly  in a  remote  location  as  opposed  to  printing  locally  and
transporting  the  document  to further  locations.  In  addition,  the  company
demonstrated  Fiery FreeForm Variable Data Printing  technology during the third
quarter of 1997. This technology allows the utilization of a customer's existing
software and workflow  processes to create  personalized or variable  documents.
While  the  initial   response  has  been   favorable  to  these   upgrades  and
enhancements,  it is too soon to assess  the  extent of market  acceptance.  The
Company continues to work on the development of products  utilizing the Fiery XJ
architecture  and other  products  and  intends to  continue  to  introduce  new
generations  of Fiery  Products  and other new  product  lines in 1997 and 1998.
There  can  be no  assurance  that  these  products  will  be  met  with  market
acceptance.

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.  In  addition,  the  marketplace  for printer
controllers and black and white servers  involves  competitors  with significant
resources.  There can be no assurance  that the Company will be able to continue
to successfully  compete  against other  companies'  product  offerings or their
financial and other resources.

Fiery XJe. The Company is currently  selling the Fiery XJe Controller to several
manufacturers  under OEM agreements and has entered into development  agreements
with  additional  companies.  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 or next generation embedded
Fiery Controller products 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.

                                       14


<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 OEM partners,  performance  of third-party
manufacturers,  product inventory levels, availability of key components for the
Company's  products,  the  status of the  Company's  relationships  with its OEM
partners and Adobe,  among others,  the Company's  ability to develop and market
new  products,  the timing and amount of sales and marketing  expenditures,  the
costs of  developing  new product  offerings  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.

     ITEM 3. NOT APPLICABLE

                                       15

<PAGE>


PART II           OTHER INFORMATION


     ITEMS 1 - 5.

There is no applicable  information  to report under Part II, Items 1 - 5 during
the period covered by this report.

     ITEM 6. Exhibits and Reports on Form 8-K

         (a)                   Exhibits

               Exhibit 11.1    Statement re Computation of per Share Earnings.


         (b)  Reports on Form 8-K

              No  reports  on Form 8-K  were  filed by the  Company  during  the
              three-month period ended September 30, 1997.

                                       16



<TABLE>
                                                                                                       EXHIBIT 11.1

                          ELECTRONICS FOR IMAGING, INC.
               STATEMENT RE COMPUTATION OF PER SHARE EARNINGS (1)(2)
                      (In thousands, except per share data)
                                   (Unaudited)

<CAPTION>
                                                        Three Months Ended                 Nine Months Ended
                                                           September 30,                     September 30,
                                                  ------------------------------     ------------------------------
                                                      1997             1996               1997            1996
                                                  -------------   --------------     -------------   --------------

<S>                                               <C>             <C>                <C>             <C>           
Net income for purposes of computing
     net income per share                         $      23,914   $       15,553     $      66,951   $       42,051
                                                  =============   ==============     =============   ==============

Weighted average common shares outstanding               52,139           50,868            51,866           50,512

Weighted common equivalent shares
     from options (3)                                     4,077            4,160             4,031            4,136
                                                  -------------   --------------     -------------   --------------

         Weighted average common shares
         and equivalents                                 56,216           55,028            55,897           54,648
                                                  =============   ==============     =============   ==============

Net income per share                              $        0.43   $         0.28     $        1.20   $         0.77
                                                  =============   ==============     =============   ==============

<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 1996 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 of
       February 20, 1997.


(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>
                                       17

<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.

Date:  November 13, 1997

                                          By /s/  Dan Avida
                                          --------------------------------------
                                          Dan Avida
                                          President and Chief Executive Officer
                                          and Acting Principal Financial Officer




                                          By /s/  Eric Saltzman
                                          --------------------------------------
                                          Eric Saltzman
                                          Vice President, Strategic Relations
                                          and Duly Authorized Officer

                                       18


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
condensed  balance  sheet,  condensed  statement  of  operations  and  condensed
statement of cash flows  included in the Company's Form 10-Q for the three month
period ended September 30, 1997 and is qualified in its entirety by reference to
such financial statements and the notes thereto.

</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                           DEC-31-1997
<PERIOD-START>                              JUL-01-1997
<PERIOD-END>                                SEP-30-1997
<CASH>                                      77,022
<SECURITIES>                                178,528
<RECEIVABLES>                               56,456
<ALLOWANCES>                                1,368
<INVENTORY>                                 15,750
<CURRENT-ASSETS>                            358,440
<PP&E>                                      60,735
<DEPRECIATION>                              19,807
<TOTAL-ASSETS>                              400,815
<CURRENT-LIABILITIES>                       71,461
<BONDS>                                     4,532
                       0
                                 0
<COMMON>                                    524
<OTHER-SE>                                  324,298
<TOTAL-LIABILITY-AND-EQUITY>                400,815
<SALES>                                     107,323
<TOTAL-REVENUES>                            107,323
<CGS>                                       48,295
<TOTAL-COSTS>                               48,295
<OTHER-EXPENSES>                            24,186
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                          0
<INCOME-PRETAX>                             37,365
<INCOME-TAX>                                13,451
<INCOME-CONTINUING>                         23,914
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                                23,914
<EPS-PRIMARY>                               0.46
<EPS-DILUTED>                               0.43
        


</TABLE>


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