ELECTRONICS FOR IMAGING INC
10-Q, 1997-05-14
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 March 31, 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)


                                 (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 March 31,  1997 was
51,776,942.


An Exhibit Index can be found on Page 13.





<PAGE>

<TABLE>

                                    ELECTRONICS FOR IMAGING, INC.
     
                                           INDEX


<CAPTION>

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

Item 1.           Condensed Consolidated Financial Statements

                      Condensed Consolidated Statements of Income
                      Three Months Ended March 31, 1997 and 1996 ............................................3

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

                      Condensed Consolidated Statements of Cash Flows
                           Three Months Ended March 31, 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 .......................................................7

Item 3.           Not Applicable............................................................................12


PART II - Other Information

Items 1 - 5.      Not Applicable ...........................................................................13

Item 6.           Exhibits and Reports on Form 8-K .........................................................13


Signatures .................................................................................................15

</TABLE>

                                       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
                                                                  -----------------------------------------
                                                                     March 31,                 March 31,
                                                                       1997                      1996
                                                                  --------------             -------------
<S>                                                               <C>                        <C>          
Revenue                                                           $       91,006             $      63,649
Cost of revenue                                                           41,093                    33,243
                                                                  --------------             -------------

                                                                          49,913                    30,406
                                                                  --------------             -------------

Operating expenses:
   Research, development and contract costs                                8,126                     4,155
   Sales and marketing                                                     9,558                     5,860
   General and administrative                                              2,873                     2,366
                                                                  --------------             -------------

                                                                          20,557                    12,381
                                                                  --------------             -------------

     Income from operations                                               29,356                    18,025

Other income, net                                                          2,563                     1,659
                                                                  --------------             -------------

     Income before income taxes                                           31,919                    19,684

Provision for income taxes                                                11,491                     7,087
                                                                  --------------             -------------

     Net income                                                   $       20,428                 $  12,597
                                                                  ==============             =============


Net income per share                                              $         0.37             $        0.23
                                                                  ==============             =============


Shares used in computing net income per share                             55,740                    53,986
                                                                  ==============             =============


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

                                       3
<PAGE>

<TABLE>

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


<CAPTION>
                                                                     March 31,               December 31,
                                                                       1997                      1996
                                                                  --------------             -------------
<S>                                                                   <C>                        <C>      
ASSETS
Current assets:
   Cash and cash equivalents                                          $   93,806                 $  71,946
   Short-term investments                                                142,115                   140,154
   Accounts receivable                                                    47,937                    40,875
   Inventories                                                            12,955                    11,004
   Other current assets                                                   32,572                    22,970
                                                                      ----------                 ---------

     Total current assets                                                329,385                   286,949

Property and equipment, net                                               10,743                    10,640
Other assets                                                               1,357                     1,364
                                                                      ----------                 ---------

     Total assets                                                     $ 341,485                 $  298,953
                                                                      ----------                 ---------


LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
   Accounts payable                                                   $   24,936                $   16,355
   Accrued and other liabilities                                          28,763                    25,980
   Income taxes payable                                                   16,282                     7,248
                                                                      ----------                ----------

     Total current liabilities                                            69,981                    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; 51,776,942 and 51,503,314 shares issued
      and outstanding, respectively                                          518                       515
   Additional paid-in capital                                            114,363                   112,660
   Retained earnings                                                     156,623                   136,195
                                                                      ----------                ----------

     Total stockholders' equity                                          271,504                   249,370
                                                                      ----------                ----------

     Total liabilities and stockholders' equity                       $  341,485                $  298,953
                                                                      ==========                ==========

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

                                       4
<PAGE>

<TABLE>

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

                                                                        Three Months Ended March 31,
                                                                  ----------------------------------------
                                                                       1997                      1996
                                                                  --------------             -------------
<S>                                                               <C>                        <C>          
Cash flows from operating activities:
   Net income                                                     $       20,428             $      12,597
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation and amortization                                       1,441                       786
       Changes in operating assets and liabilities:
         Accounts receivable                                              (7,062)                   (9,261)
         Inventories                                                      (1,951)                    1,132
         Other current assets                                             (9,602)                     (616)
         Accounts payable and accrued liabilities                         11,364                     7,675
         Income taxes payable                                              9,034                     3,832
                                                                  --------------             -------------

           Net cash provided by operating activities                      23,652                    16,145
                                                                  --------------             -------------

Cash flows from investing activities:
   Purchase of short-term investments                                    (36,097)                  (73,918)
   Sales and maturities of short-term investments                         34,136                    50,004
   Purchases of property and equipment, net                               (1,544)                   (1,670)
   Other assets                                                                7                       (64)
                                                                  --------------             --------------

           Net cash used for investing activities                         (3,498)                  (25,648)
                                                                  --------------             -------------

Cash flows from financing activities:
   Issuance of common stock related to stock plans                         1,706                       335
                                                                  --------------             -------------

           Net cash provided by financing activities                       1,706                       335
                                                                  --------------             -------------

Net change in cash and cash equivalents                                   21,860                    (9,168)

Cash and cash equivalents at beginning of period                          71,946                    46,006
                                                                  --------------             -------------
Cash and cash equivalents at end of period                        $       93,806             $      36,838
                                                                  ==============             =============

Supplemental disclosure - cash paid for income taxes              $        2,473             $       3,057
                                                                  ==============             =============


<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)
                                   (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
         period  ended March 31, 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
         period  ended  March 31,  1997 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 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>

<TABLE>

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,  earnings  per share for the three month  period  ended March 31,
         1997 and March 31, 1996 would have been as follows:
<CAPTION>

                                                          Three Months Ended    Three Months Ended

                                                             March 31, 1996       March 31, 1997
                                                           --------------             -------------
<S>                                                              <C>                      <C>  
          Basic earnings per share                               $0.25                    $0.40

          Diluted earnings per share                             $0.23                    $0.37
</TABLE>

<TABLE>

4.       Inventory Composition
<CAPTION>
                                                              March 31,               December 31,
                                                                1997                      1996
                                                           --------------             -------------
<S>                                                       <C>                        <C>           
         Raw materials                                    $        10,061            $        6,696
         Work-in-process                                            1,277                     3,374
         Finished goods                                             1,617                       934
                                                           --------------             -------------

                                                          $        12,955            $       11,004
                                                          ===============            ==============

</TABLE>


                                       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.  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

Revenue

The Company's  revenue was $91.0 million in the first quarter of 1997,  compared
to $63.6 million in the corresponding  quarter of 1996. The substantial majority
of the Company's revenue to date is attributable to the sale of Fiery,  Fiery XJ
Color  Servers  and Fiery XJe  Controllers.  The  increase  in revenue  reflects
continued market acceptance of the Company's Fiery XJ Color Server and Fiery XJe
Controller  products,  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 first
quarter of 1997 and 1996 were to its OEM  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.

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
for an additional quarter.  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.

                                       8

<PAGE>



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  producing  desktop  color laser
printers using the Company's Fiery XJe  Controller.  The Fiery XJe Controller is
an embedded controller which, when combined with a specified color laser engine,
results in a desktop color laser printer with superior speed and output quality.

International  revenue  continued to grow in the first quarter of 1997,  and was
affected by sales mix and certain OEM product  requirements.  Direct  sales into
Japan accounted for approximately 20% and 14% of revenue in the first quarter of
1997 and 1996,  respectively.  This increase is partly due to a greater level of
purchases  by the  Company's  OEM  partners of Fiery XJ  products  and is also a
result  of sales of Fiery  XJe  product  to Canon in Japan.  Sales  into  Europe
accounted for  approximately 25% and 24% of revenue in the first quarter of 1997
and 1996, respectively. Further, 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.  The Company expects that
international  revenue will continue to represent a  significant  portion of its
total revenue.

During 1996, the Company  introduced  new  generations of its Fiery XJ platform,
including  the Fiery XJ+ series of color  servers,  and  broadened  its  product
lines,   including  a  Fiery  XJ+  500  series  of  high-speed  servers  for  40
pages-per-minute  color  copiers,  the  Fiery  XJ-W,  a server  for  wide-format
printers,  and a low-end  Fiery SI series for the  under-$10,000  market.  These
product  offerings  were  introduced  in the latter half of 1996 and,  while the
initial  response  has been  favorable,  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.

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 ASIC components,  and software licensed from various sources,  including
PostScript interpreter software,  which the Company licenses from Adobe Systems,
Inc. The Company's  gross margin was 54.8% in the first quarter of 1997, up from
47.8% in the  corresponding  quarter of 1996.  Overall gross margin in the first
quarter  of 1997  continued  to be  supported  by low  market  prices  for  DRAM
components used in the Company's  products and other reductions in manufacturing
costs. Further, gross margin was favorably impacted by the mix of products sold.


                                       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 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.  Accordingly,  if embedded Fiery  Controllers for
desktop  color  printers  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),  product,  channel and
geographic  mix,  the  success  of the  Company's  product  transitions  and new
products,  competition,  and general economic conditions. The Company 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.

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 $8.1 million or 8.9% of revenue in the first quarter
of 1997,  compared  to $4.2  million  or 6.5% of  revenue  in the  corresponding
quarter of 1996.  Research and development  expenses increased  primarily due to
incremental  costs  related to the number of  engineers  employed.  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  products.  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
promotional  expenses,   sales  commissions,   travel,  public  relations,   and
depreciation  and facility costs  associated  with offices in the United States,
Europe and Japan.  Sales and  marketing  expenses  were $9.6 million or 10.5% of
revenue  in the first  quarter  of 1997,  compared  to $5.9  million  or 9.2% of
revenue in the  corresponding  quarter  of 1996.  Sales and  marketing  expenses
increased  as a  percentage  of total  revenue due  primarily  to  increases  in
employee  headcount  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,  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 3.2% of  revenue  in the first  quarter of 1997,
compared  to $2.4  million or 3.7% of revenue  in the  corresponding  quarter 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  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.


                                       10
<PAGE>





Income Taxes

The  Company's  effective  tax rate was 36.0% for the first  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 $235.9 million as
of March 31,  1997,  up from $212.1  million as of December  31,  1996.  Working
capital increased to $259.4 million as of March 31, 1997, up from $237.4 million
as of December 31, 1996.  Net cash  provided by operating  activities  was $23.7
million and $16.1 million for the  three-month  periods ended March 31, 1997 and
1996,  respectively,  primarily  as a result of  profitable  operations  in both
periods.  The Company purchased  approximately $1.5 million of capital equipment
and  furniture  during the three month period ended March 31, 1997,  compared to
purchases of $1.7 million in the corresponding period of 1996.

The  Company  is working  with the City of Foster  City to  purchase  land for a
corporate  campus on a 35-acre parcel in Foster City. The  anticipated  purchase
price of this parcel is  approximately  $24.5 million.  The Company  anticipates
funding this purchase during 1997.

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.

Factors That Could Adversely Affect Performance

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

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.

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 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.


                                       11
<PAGE>





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 continue to  successfully  compete 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.

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, 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

                                       12
<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.

<TABLE>
<CAPTION>
     ITEM 6.      Exhibits and Reports on Form 8-K

<S>                                                                                                 <C>
         (a)          Exhibits

                      Exhibit 11.1    Statement re Computation of per Share Earnings..............  Page 14


         (b)          Reports on Form 8-K

                      No reports on Form 8-K were  filed by the  Company  during
                      the three-month period ended March 31, 1997.


</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.

Date:  May 7, 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


                                       14






                                                                    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
                                                                                               March 31,
                                                                                     ------------------------------
                                                                                          1997          1996 (2)
                                                                                     -------------   --------------
<S>                                                                                  <C>             <C>           
Net income for purposes of computing net income per share                            $      20,428   $       12,597
                                                                                     =============   ==============


Weighted average common shares outstanding                                                  51,640           50,074


Weighted common equivalent shares  from options (3)                                          4,100            3,912
                                                                                     -------------   --------------


         Weighted average common shares and equivalents                                     55,740           53,986
                                                                                     =============   ==============


Net income per share                                                                 $        0.37   $         0.23
                                                                                     =============   ==============


<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. 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>
                                       15

<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  March  31,  1997  and is
            qualified in its entirety by reference to such financial  statements
            and the notes thereto.
</LEGEND>
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   MAR-31-1997
<CASH>                                          93,806
<SECURITIES>                                   142,115
<RECEIVABLES>                                   49,765
<ALLOWANCES>                                     1,828
<INVENTORY>                                     12,955
<CURRENT-ASSETS>                               329,385
<PP&E>                                          27,353
<DEPRECIATION>                                  16,610
<TOTAL-ASSETS>                                 341,485
<CURRENT-LIABILITIES>                           69,981
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           518
<OTHER-SE>                                     270,986
<TOTAL-LIABILITY-AND-EQUITY>                   341,485
<SALES>                                         91,006
<TOTAL-REVENUES>                                91,006
<CGS>                                           41,093
<TOTAL-COSTS>                                   41,093
<OTHER-EXPENSES>                                20,557
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 31,919
<INCOME-TAX>                                    11,491
<INCOME-CONTINUING>                             31,919
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    31,919
<EPS-PRIMARY>                                     0.40
<EPS-DILUTED>                                     0.37
        

</TABLE>


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