ELECTRONICS FOR IMAGING INC
10-Q, 2000-05-12
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, 2000

                                       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.)


                     303 Velocity Way, Foster City, CA 94404
          (Address of principal executive offices, including zip code)


                                (650) 357 - 3500
              (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 Apri1 30,  2000 was
56,138,710.

An Exhibit Index can be found on Page 25.

<PAGE>


                          ELECTRONICS FOR IMAGING, INC.

                                      INDEX

                                                                        Page No.

PART I - Financial Information

Item 1.     Condensed Consolidated Financial Statements

                Condensed Consolidated Balance Sheets

                     Three Months Ended March 31, 2000 and 1999...............3

                Condensed Consolidated Statements of Income

                     March 31, 2000 and December 31, 1999 ....................4

                Condensed Consolidated Statements of Cash Flows

                     Three Months Ended March 31, 2000 and 1999...............5

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


Item 2.     Management's Discussion and Analysis of Financial

            Condition and Results of Operations .............................10


Item 3.     Quantitative and Qualitative Disclosures About Market Risk.......22



PART II - Other Information

Item 1.     Legal Proceedings ...............................................23

Item 2.     Changes in Securities and Use of Proceeds .......................23

Item 3.     Defaults Upon Senior Securities .................................23

Item 4.     Submission of Matters to a Vote of Security Holders..............23

Item 5.     Other Information ...............................................23

Item 6.     Exhibits and Reports on Form 8-K ................................23


Signatures ..................................................................24



                                                                               2

<PAGE>

PART I Financial Information

ITEM 1. Condensed Consolidated Financial Statements
<TABLE>

                          Electronics for Imaging, Inc.
                           Consolidated Balance Sheets
                                   (Unaudited)
<CAPTION>
                                                                    March 31,           December 31,
(In thousands, except share and per share amounts)                    2000                  1999
- -----------------------------------------------------------------------------------------------------
<S>                                                                  <C>            <C>
Assets

Current assets:
Cash and cash equivalents                                            $    138,644   $    163,824
Short-term investments                                                    355,161        306,504
Accounts receivable, net                                                   93,805         81,904
Inventories                                                                12,723         11,878
Other current assets                                                       29,504         24,902
- -----------------------------------------------------------------------------------------------------
          Total current assets                                            629,837        589,012
- -----------------------------------------------------------------------------------------------------
Property and equipment, net                                                50,340         49,776
Other assets                                                               16,664         17,287
- -----------------------------------------------------------------------------------------------------
                    Total assets                                     $    696,841   $    656,075
- -----------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable                                                     $     48,653         47,102
Accrued and other liabilities                                              29,623         29,771
Income taxes payable                                                       25,119         24,548
- -----------------------------------------------------------------------------------------------------
          Total current liabilities                                       103,395        101,421
- -----------------------------------------------------------------------------------------------------
Long - term obligations, less current portion                               3,467          3,467

Stockholders' equity:

Preferred stock, $.01 par value; 5,000,000 shares authorized; none
      issued and outstanding                                                 --             --
Commonstock,  $.01 par value; 150,000,000 shares
      authorized; 56,119,265 and  55,722,214 shares issued and
      outstanding, respectively                                               561            557
Additional paid-in capital                                                214,272        200,907
Retained earnings                                                         375,146        349,723
- -----------------------------------------------------------------------------------------------------
          Total stockholders' equity                                      589,979        551,187
- -----------------------------------------------------------------------------------------------------
                    Total liabilities and stockholders' equity       $    696,841   $    656,075

<FN>
See accompanying notes to consolidated financial statements
</FN>
</TABLE>
                                                                               3
<PAGE>

                          Electronics for Imaging, Inc.
                        Consolidated Statements of Income
                                   (unaudited)
                                                            Three Months
                                                           Ended March 31,
(In thousands, except per share amounts)                2000            1999
- --------------------------------------------------------------------------------

Revenue                                              $ 151,515        $ 124,204
Cost of revenue                                         77,903           65,549
- --------------------------------------------------------------------------------
Gross profit                                            73,612           58,655
- --------------------------------------------------------------------------------
Operating expenses:
Research and development                                19,778           16,953
Sales and marketing                                     16,355           14,802
General and administrative                               5,035            4,206
                                                     ---------        ---------

Total operating expenses                                41,168           35,961
- --------------------------------------------------------------------------------
Income from operations                                  32,444           22,694
- --------------------------------------------------------------------------------
Other income, net                                        5,501            3,475
                                                     ---------        ---------

Income before income taxes                              37,945           26,169
Provision for income taxes                             (12,522)          (8,883)
- --------------------------------------------------------------------------------
Net income                                           $  25,423        $  17,286
- --------------------------------------------------------------------------------
Net income per basic common share                    $    0.45        $    0.32
Shares used in per-share calculation                    55,921           54,140
Net income per diluted common share                  $    0.44        $    0.31
Shares used in per-share calculation                    58,202           56,028
- --------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.


                                                                               4
<PAGE>

<TABLE>
                          Electronics for Imaging, Inc.
                      Consolidated Statements of Cash Flows
                                   (unaudited)
<CAPTION>
                                                                       Three Months
                                                                      Ended March 31,
(In thousands)                                                     2000             1999
- -----------------------------------------------------------------------------------------
<S>                                                               <C>          <C>
Cash flows from operating activities:

Net income                                                        $  25,423    $  17,286
Adjustments to reconcile net income to net cash
provided by operating activities:
    Depreciation and amortization                                     4,116        3,470
    Change in reserve for bad debts                                     156          (26)
    Other                                                                (6)         (32)

    Changes in operating assets and liabilities:

        Accounts receivable                                         (12,057)      (8,428)
        Inventories                                                    (845)       3,600
        Receivable from subcontract manufacturers                    (2,422)         702
        Other current assets                                            429          411
        Accounts payable and accrued liabilities                      1,074        5,866
        Income taxes payable                                          3,471        8,345
- -----------------------------------------------------------------------------------------
    Net cash provided by operating activities                        19,339       31,194
- -----------------------------------------------------------------------------------------
Cash flows from investing activities:

Purchases and sales / maturities of short-term investments, net     (48,782)       8,643
Investment in property and equipment, net                            (4,371)      (2,866)
Purchase of other assets                                                314           11
- -----------------------------------------------------------------------------------------
    Net cash provided by (used for) investing activities            (52,839)       5,788
- -----------------------------------------------------------------------------------------
Cash flows from financing activities:

Repayment of long-term obligations                                     (224)         (44)
Issuance of common stock                                              8,544        4,962
- -----------------------------------------------------------------------------------------
    Net cash provided by financing activities                         8,320        4,918
- -----------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                    (25,180)      41,900
Cash and cash equivalents at beginning of year                      163,824       58,909
- -----------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                          $ 138,644    $ 100,809
- -----------------------------------------------------------------------------------------
<FN>

    See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                                                               5
<PAGE>

Electronics for Imaging, Inc.
Notes to unaudited Consolidated Financial Statements

1.       Basis of Presentation

The unaudited interim condensed consolidated financial statements of Electronics
for Imaging,  Inc., a Delaware  corporation (the  "Company"),  as of and for the
interim period ended March 31, 2000, have been prepared on the same basis as the
audited consolidated  financial statements as of and for the year ended December
31, 1999, contained in the Company's Annual Report to Stockholders.  All periods
presented  have been  restated to include the  financial  results of the company
formerly  known as Management  Graphics Inc. that was acquired by the Company on
August 31, 1999 in a pooling of interests  transaction as if the acquired entity
was a wholly-owned  subsidiary of the Company since inception. In the opinion of
management, the unaudited interim condensed consolidated financial statements of
the  Company,  include  all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary to present fairly the financial  position of the Company
and the results of its operations and cash flows,  in accordance  with generally
accepted accounting  principles.  The interim condensed  consolidated  financial
statements should be read in conjunction with the audited consolidated financial
statements referred to above and notes thereto.

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 March
31, 2000 are not  necessarily  indicative  of the results to be expected for any
other interim period or the full year.

2.       Accounting for Derivative Instruments and Hedging

In June 1998,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement of Financial  Accounting  Standards No. 133 (SFAS 133) "Accounting for
Derivative  Instruments and Hedging".  This statement establishes accounting and
reporting  standards for derivative  instruments and for hedging  activities and
requires,  among other  things,  that all  derivatives  be  recognized as either
assets or liabilities  in the statement of financial  position and measure those
instruments at fair value. In June 1999, the FASB issued  Statement of Financial
Accounting Standards No. 137 (SFAS 137),  "Accounting for Derivative Instruments
and Hedging  Activities - Deferral of Effective Date of FASB Statement No. 133".
SFAS 133, as amended by SFAS 137, is effective for fiscal years  beginning after
June 15, 2000. The Company is currently  studying the provisions of the SFAS 133
and the potential impact it may have on its financial statements.

                                                                               6
<PAGE>

3.       Earnings Per Share

The  following  table  represents  unaudited  disclosures  of basic and  diluted
earnings per share for the periods presented below:

                                                    Three Months Ended March 31,
(In thousands, unaudited)                             2000              1999
- --------------------------------------------------------------------------------

Net income available to common shareholders          $25,423          $17,286

Shares

   Basic shares                                       55,921           54,140
   Effect of Dilutive Securities                       2,281            1,888
                                                     -------          -------

Diluted shares                                        58,202           56,028
- --------------------------------------------------------------------------------

Earnings per common share

   Basic EPS                                         $  0.45          $  0.32
   Diluted EPS                                       $  0.44          $  0.31
- --------------------------------------------------------------------------------

                                                                               7




<PAGE>

4.       Balance Sheet Components

                                                               March 31,
(In thousands, unaudited)                                 2000          1999
- --------------------------------------------------------------------------------

Accounts receivable:

Accounts receivable                                     $  95,227     $  83,170
Less reserves and allowances                               (1,422)       (1,266)
                                                        ---------     ---------
                                                        $  93,805     $  81,904
- --------------------------------------------------------------------------------
Inventories:

Raw materials                                           $  10,316     $  10,844
Work in process                                                25            33
Finished goods                                              2,382         1,001
                                                        ---------     ---------
                                                        $  12,723     $  11,878
- --------------------------------------------------------------------------------
Other current assets:

Receivable from subcontract manufacturers               $   7,164     $   4,742
Deferred income taxes, current portion                     17,381        14,772
Other                                                       4,959         5,388
                                                        ---------     ---------
                                                        $  29,504     $  24,902
- --------------------------------------------------------------------------------
Property and equipment:

Land and land improvements                              $  28,740     $  27,681
Equipment and purchased software                           61,568        59,499
Furniture and leasehold improvements                       14,108        13,261
                                                        ---------     ---------
                                                          104,416       100,441
Less accumulated depreciation and amortization            (54,076)      (50,665)
                                                        ---------     ---------
                                                        $  50,340     $  49,776
- --------------------------------------------------------------------------------
Other assets:
Deferred income taxes, non-current portion              $  14,915     $  14,915
Other                                                       1,749         2,372
                                                        ---------     ---------
                                                        $  16,664     $  17,287
- --------------------------------------------------------------------------------
Accrued and other liabilities:

Accrued product-related obligations                     $   7,207     $   7,809
Accrued royalty payments                                    7,944         7,327
Accrued compensation and benefits                           7,587         7,263
Other accrued liabilities                                   6,885         7,372
                                                        ---------     ---------
                                                        $  29,623     $  29,771
- --------------------------------------------------------------------------------

                                                                               8

<PAGE>

5.       Legal Proceedings

The  Company  and  certain  principal  officers  and  directors  were  named  as
defendants  in class action  complaints  filed in both the  California  Superior
Court of the County of San Mateo on December  15,  1997,  and the United  States
District  Court for the Northern  District of California on December 31, 1997 on
behalf of purchasers of the common stock of the Company  during the class period
from April 10, 1997, through December 11, 1997. The complaints allege violations
of securities laws during the class period. Management believes the lawsuits are
without  merit and that the outcome will not have a material  adverse  effect on
the  financial  position or overall  trends in the results of  operations of the
Company.  However, due to the inherent uncertainties of litigation,  the Company
cannot  accurately   predict  the  ultimate  outcome  of  the  litigation.   Any
unfavorable  outcome  of the  litigation  could  have an  adverse  impact on the
Company's  financial  condition  and results of  operations.  In  addition,  the
Company is involved from time to time in litigation  relating to claims  arising
in the normal  course of its  business.  The Company  believes that the ultimate
resolution of such claims will not materially  affect the Company's  business or
financial condition.

                                                                               9
<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
Management's  Discussion  and  Analysis and the audited  consolidated  financial
statements of Electronics  for Imaging,  Inc. (the  "Company") and related notes
thereto contained in the Company's Annual Report on Form 10-K for the year ended
December  31,  1999.  All periods  presented  have been  restated to include the
financial results of the company formerly known as Management Graphics Inc. that
was  acquired  by the  Company  on August  31,  1999 in a pooling  of  interests
transaction  as  if  the  acquired  entity  was  a  wholly-owned  subsidiary  of
Electronics  For Imaging,  Inc.  since  inception.  Results for the three months
ended March 31, 2000 are not necessarily  indicative of the results expected for
the entire fiscal year ended December 31, 2000. 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 in the Company's
1999  Annual  Report on Form 10-K,  as filed with the  Securities  and  Exchange
Commission.

Results of Operations

Revenue

Revenue increased by 22% to $151.5 million in the three month period ended March
31, 2000,  compared to $124.2  million in the three month period ended March 31,
1999. The  corresponding  unit volume  increased by 30%. The increase in revenue
was primarily due to  significant  increases in unit  volumes,  positive  market
acceptance  of new  product  introductions  and  the  impact  of new  customers,
partially  offset by price  reductions  on older  product  lines  following  new
product  introductions and a decline in average selling prices due to changes in
product mix.

The Company's revenue is principally  derived from three major  categories.  The
first  category is made up of  stand-alone  servers which connect  digital color
copiers with computer networks.  This category includes the Fiery X2, X4, ZX and
Z4 products and accounted for a majority of the Company's revenue prior to 1998.
The second  category  consists of embedded  desktop  controllers,  bundled color
solutions  and chipsets  primarily  for the office  market.  The third  category
consists of controllers for digital black and white products.


                                                                              10
<PAGE>

<TABLE>

The  following  is a  break-down  of  categories  by  revenue,  both in terms of
absolute dollars and as a percentage (%) of total revenue.  Also shown is volume
as a percentage (%) of total units shipped.
<CAPTION>

Revenue                             Three Months Ended       Three Months Ended
(in thousands)                        March 31, 2000           March 31, 1999       % change
- ---------------------------------------------------------------------------------------------
<S>                                 <C>           <C>      <C>              <C>         <C>

Stand-alone Servers Connecting
    to Digital Color Copiers        $ 73,747      49%      $ 62,221         50%         19%

Embedded Desktop Controllers,
    Bundled Color Solutions
    & Chipset Solutions               33,214      22%        31,664         25%          5%

Controllers for Digital
    Black and White Solutions         26,828      18%        16,794         14%         60%

Spares, Licensing
    & Other misc. sources             17,726      11%        13,525         11%         31%
- ---------------------------------------------------------------------------------------------
Total Revenue                       $151,515     100%      $124,204        100%         22%
- ---------------------------------------------------------------------------------------------
</TABLE>

                                    Three Months Ended        Three Months Ended
Volume                                March 31, 2000            March 31, 1999
- --------------------------------------------------------------------------------

Stand-alone Servers Connecting
    to Digital Color Copiers               21%                      16%

Embedded Desktop Controllers,
    Bundled Color Solutions
    & Chipset Solutions                    50%                      58%

Controllers for Digital
    Black and White Solutions              29%                      26%

Spares, Licensing
    & Other misc. sources                 --                       --
- --------------------------------------------------------------------------------
Total Volume                              100%                     100%
- --------------------------------------------------------------------------------

Growth in revenue for the three months ended March 31, 2000 primarily took place
in the category of stand-alone  servers  connecting to digital color copiers and
in the category of controllers for digital black and white solutions.

The category of stand-alone  servers connecting to digital color copiers made up
49% of total  revenue and 20% of total unit  volume for the three  month  period
ended  March 31,  2000.  For the same period a year ago, it made up 50% of total
revenue and 16% of total unit volume.  The products in this category continue to
offer higher margins  relative to the other product lines.  The desktop  product
category  made up 22% of total revenue and 48% of total unit volume in the first
quarter of 2000. It made up 25% of total revenue and 58% of total unit volume in
the first quarter of 1999. These products, except for the chipset solutions, are
generally  characterized  by much higher unit  volumes but lower unit prices and
associated  margins  than the Company has  experienced  in its more  traditional
stand-alone server line of products.  The chipset solutions can be characterized
by lower unit prices but  significantly  higher per unit margins compared to the
traditional  stand-alone  server line of products.  The black and white  product
category  made up 18% of total revenue and 28% of total unit volume in the three
month  period  ended March 31,  2000.  In the three month period ended March 31,
1999, it made up 14% of total revenue and 26% of total unit volume. This product
category  also can be  characterized  by much higher

                                                                              11
<PAGE>

unit volumes and lower unit prices and  associated  margins than the Company has
experienced in its more traditional  stand-alone server line of products. To the
extent  these  categories  do not grow over time in  absolute  terms,  or if the
Company  is not able to meet  demand for higher  unit  volumes,  it could have a
material  adverse  effect on the Company's  operating  results.  There can be no
assurance  that any new products for 2000 will be qualified by all the OEMs,  or
that they will successfully  compete, or be accepted by the market, or otherwise
be able to  effectively  replace  the volume of revenue  and/or  income from the
older products.

The Company also believes that in addition to the factors described above, price
reductions  for all of its  products  will affect  revenues  in the future.  The
Company has made and may in the future make price  reductions  for its products.
Depending upon the  price-elasticity of demand for the Company's  products,  the
pricing and quality of competitive products,  and other economic and competitive
conditions,  such price  reductions  may have an adverse impact on the Company's
revenues and profits.  If the Company is not able to compensate  for lower gross
margins that result from price reductions with an increased volume of sales, its
results of operations could be adversely affected. In addition, if the Company's
revenue in the future depends more upon sales of products with relatively  lower
gross  margins than the Company  obtained in the first  quarter of 2000 (such as
embedded   controllers  for  printers,   embedded   controllers  for  color  and
black-and-white   copiers,  and  stand-alone   controllers  for  black-and-white
copiers), results of operations may be adversely affected.

Shipments by  geographic  area for the three months  period ended March 31, 2000
and March 31, 1999 were as follows:

                            Three Months ended March 31,               % change
                                                                        Q1 2000
                                                                           over
(In thousands)            2000                      1999                Q1 1999
- -------------------------------------------------------------------------------

North America          $73,935     49%           $56,784     46%            30%
Europe                  52,849     35%            42,690     34%            24%
Japan                   18,727     12%            22,175     18%          (16)%
Rest of World            6,004      4%             2,555      2%           135%
- -------------------------------------------------------------------------------
                      $151,515    100%          $124,204    100%            22%
- -------------------------------------------------------------------------------


Shipments to each  geographic area increased  significantly  in all areas except
for Japan. The Rest of World,  North America and Europe  experienced an increase
of 135%, 30% and 24% for the three month period ended March 31, 2000 compared to
the three  month  period  ended  March  31,  1999.  The Rest of World  region is
predominantly  represented by the Southeast  Asian countries and the significant
increase  from the prior year first  quarter is a reflection  of the  successful
introduction of new products.  Japan experienced a decrease of 16% for the three
month  period  ended March 31, 2000  compared to the three  months  period ended
March  31,  1999,  which  the  Company  believes  is due to  difficult  economic
conditions that primarily  changed the product mix, shifting more sales to lower
priced  units.  Changes in  worldwide  economic  conditions  may have an adverse
impact on the Company's results of operations in the future.

As shipments  to some of the  Company's  OEM  partners  are made to  centralized
purchasing  and  manufacturing  locations  which in turn sell  through  to other
locations,  the Company  believes  that export sales of its  products  into each
region may differ from what is reported,  though  accurate  data is difficult to
obtain.  The Company  expects  that export  sales will  continue to  represent a
significant portion of its total revenue.

Substantially  all of the revenue for the last three years was  attributable  to
sales of products  through the  Company's  OEM  channels  with such  partners as
Canon, Encad, Epson, Fuji-Xerox, Hewlett-Packard,  Kodak/Danka Business Systems,
Konica,  Lanier,  Minolta, Oce, Ricoh, Sharp, Toshiba,  Xerox and others. During
2000,  the Company has  continued to work on both  increasing  the number of OEM
partners,  and expanding the size of existing  relationships  with OEM partners.
The Company relied on three OEM customers, Canon, Xerox and Ricoh for 68% of its
revenue in the  aggregate  for the three month  period  ended March 31, 2000 and
Canon, Xerox and Minolta for 68% of its revenue for the three month period ended
March 31,1999.  In the event that any of these OEM relationships are scaled back
or discontinued, the Company may experience a significant negative impact on its
consolidated  financial  position and results of  operations.  In  addition,  no
assurance can be given that the Company's  relationships with these OEM partners
will continue.

During the first  quarter of 2000,  the Company  launched the Velocity  brand of
software  products as well as announced the launch of the professional  services
business. The Company continues to work on the development of products utilizing
both the Fiery  architecture  and other  products  and  services  and intends to
continue to introduce new  generations  of Fiery  products and other new

                                                                              12
<PAGE>

product  lines and services  with  current and new OEM's in 2000 and beyond.  No
assurance  can be given  that the  introduction  or  market  acceptance  of new,
current or future products or services will be successful.

Cost of Revenue

Fiery color servers as well as embedded  desktop  controllers  and digital black
and white products are  manufactured by third-party  manufacturers  who purchase
most of the  necessary  components.  The Company  directly  sources  processors,
memory,  certain ASICs, and software  licensed from various  sources,  including
PostScript interpreter software,  which the Company licenses from Adobe Systems,
Inc.

Included in cost of revenue as well as  operating  expenses  for the three month
period ended March 31, 1999 are one-time  costs of moving to the  Company's  new
corporate  headquarters in Foster City,  California.  Total moving costs for the
three  month  period   March  31,  1999   amounted  to  $1.8  million  of  which
approximately $0.2 million related to cost of revenue.

Gross Margins

The  Company's  gross margins were 49% and 47% for the three month periods ended
March 31, 2000 and March 31,  1999,  respectively.  The increase in gross margin
was  attributable  to  volume  driven  economies  of scale as well as  increased
outsourcing of manufacturing operations to lower cost subcontract manufacturers.

The Company  expects that sales of products  with  relatively  lower margins may
increase as a percentage of revenue. Such products include embedded products for
both desktop  printers and copiers,  embedded  controllers  for  black-and-white
copiers  and  older  products  for  which  prices  are  reduced  during  product
transitions.  If such sales  increase as a percentage of the Company's  revenue,
gross  margins may decline.  In addition,  the Company  expects to be subject to
pressures  to reduce  prices,  and as a  result,  gross  margins  for all of its
products may be lower and therefore the  Company's  ability to maintain  current
gross margins may not continue.

In general,  the Company believes that gross margin will continue to be impacted
by a variety of factors.  These  factors  include the market  prices that can be
achieved on the Company's  current and future  products,  the  availability  and
pricing of key components (including DRAM, Processors 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.  Consequently,
the Company anticipates gross margins will fluctuate from period to period.

Operating Expenses

Operating  expenses  increased  by 14% in the three month period ended March 31,
2000 compared to the three month period ended March 31, 1999. Operating expenses
as a percentage  of revenue  amounted to 27% and 29% for the three month periods
ended March 31, 2000 and March 31,  1999,  respectively.  Increases in operating
expenses in absolute  dollars of $5.2 million,  were  primarily  caused by costs
associated with the development and  introduction of new products and the hiring
of  additional  full time  employees  to support  the  growing  business  (a net
increase  of 71 people at March 31, 2000 over March 31,  1999).  The Company has
hired additional  employees to support product development as well as to support
expanded operations.

Operating  expenses  for the three month  period  ended March 31, 1999  included
non-recurring  expenses in connection  with the Company's  move to a new central
facility in Foster City, California. Total moving costs amounted to $1.8 million
of which  approximately  $0.2 million related to cost of revenue.  Excluding the
moving costs,  operating expenses as a percentage of revenue for the three month
period ended March 31, 1999  amounted to 28%.  The slight  decrease in operating
expenses  as a  percentage  of revenue is a result of the  Company's  successful
spending control as well as the leverage realized from additional revenue in the
black and white and embedded,  bundled and chipset categories which require less
support.

The Company  anticipates  that operating  expenses will continue to grow and may
increase both in absolute dollars and as a percentage of revenue.

                                                                              13
<PAGE>

The components of operating expenses are detailed below.

           Research and Development

           Expenses for research and development  consist primarily of personnel
           expenses and, to a lesser extent, consulting,  depreciation and costs
           of prototype materials.  Research and development expenses were $19.8
           million or 13% of revenue for the three month  period ended March 31,
           2000  compared to $17.0 million or 14% of revenue for the three month
           period  ended  March 31,  1999.  The 17%  increase  in  research  and
           development expenses from the prior year first quarter was mainly due
           to  additional   headcount  and  component   expenses  for  prototype
           development.  The  Company  believes  that  the  development  of  new
           products and the  enhancement  of existing  products are essential to
           its continued success,  and intends to continue to devote substantial
           resources   to  research   and  new  product   development   efforts.
           Accordingly,  the Company  expects that its research and  development
           expenses may  continue to increase in absolute  dollars and also as a
           percentage of revenue.

           Sales and Marketing

           Sales and marketing  expenses include personnel  expenses,  costs for
           trade shows,  marketing  programs and  promotional  materials,  sales
           commissions,  travel and entertainment  expenses,  depreciation,  and
           costs  associated  with sales offices in the United  States,  Europe,
           Japan and other  locations  around  the  world.  Sales and  marketing
           expenses  for the three month  period ended March 31, 2000 were $16.4
           million or 11% of revenue compared to $14.8 million or 12% of revenue
           for the three  months  ended  March  31,  1999.  Sales and  marketing
           expenses increased by 10% in absolute dollars, however decreased as a
           percentage  of  revenue  during  the two  periods.  The  increase  in
           absolute dollars of $1.6 million is due primarily to increased salary
           expenses  caused by an  increased  headcount of 6%. The decrease as a
           percentage  of revenue  from the three month  period  ended March 31,
           2000  compared  to  March  31,  1999,  is due to the  fact  that  the
           gravitation toward desktop and embedded products require less support
           from  the  Company  as the  OEMs  take  over  some  of the  financial
           responsibilities for the support.

           The  Company  expects  that its  sales  and  marketing  expenses  may
           increase in absolute  dollars and possibly  also as a  percentage  of
           revenue as it continues to actively promote its products,  launch new
           products and  services and continue to build its sales and  marketing
           organization,  particularly  in Europe  and Asia  Pacific,  including
           Japan. This increase might not proportionally increase with increases
           in volume if the Company's sales continue to gravitate toward desktop
           and embedded products, which require less support from the Company as
           the OEM partners take over this role.

           General and Administrative

           General and  administrative  expenses consist  primarily of personnel
           expenses and, to a lesser extent,  depreciation  and facility  costs,
           professional  fees and other costs associated with public  companies.
           General  and  administrative  expenses  were  $5.0  million  or 3% of
           revenue for the three month period ended March 31, 2000,  compared to
           $4.2  million or 3% of revenue for the three month period ended March
           31, 1999.  While  general and  administrative  expenses have remained
           relatively constant as a percentage of total revenue,  these expenses
           have increased in absolute dollars.  The increase of $0.8 million was
           primarily  due to the  increase in  headcount to support the needs of
           the  growing  Company's  operations,  including  the  use of  outside
           consultants.  The Company expects that its general and administrative
           expenses  may  continue to increase in absolute  dollars and possibly
           also as a  percentage  of revenue in order to support  the  Company's
           efforts to grow its business.

Other Income

Other income relates mainly to interest income and expense, and gains and losses
on foreign  currency  transactions.  Other  income of $5.5 million for the three
month  period  ended March 31, 2000  increased  by 58% from $3.5 million for the
three month period  ended March 31, 1999.  The increase is due to a 40% increase
of the average  investment  balance for the three month  period  ended March 31,
2000 as compared to the three month period  ended March 31,  1999,  as well as a
higher return on investments as a result of more favorable market interest rates
in the first quarter of 2000 as compared to the first quarter of 1999.

                                                                              14
<PAGE>

Income Taxes

The Company's  effective tax rate was 33% for the three month period ended March
31, 2000 and 34% for the three month  period  ended March 31,  1999.  In each of
these periods,  the Company benefited from tax-exempt  interest income,  foreign
sales, and the utilization of the research and development  credits in achieving
a consolidated  effective tax rate lower than that  prescribed by the respective
Federal and State taxing authorities. The Company currently anticipates that the
tax rate for the remainder of 2000 will remain approximately 33%.

Liquidity and Capital Resources

Cash, cash equivalents and short-term  investments increased by $23.5 million to
$493.8 million as of March 31, 2000, from $470.3 million as of December 31,1999.
Working  capital  increased by $38.8  million to $526.4  million as of March 31,
2000,  up from $487.6  million as of December  31,  1999.  These  increases  are
primarily the result of net income,  changes of balance sheet components and the
exercise of employee stock options.

Net cash provided by operating  activities was $19.3 million for the three month
period  ended  March 31,  2000.  The  Company  has  continued  to invest cash in
short-term  investments,  mainly  municipal  securities.  Purchases in excess of
sales of  short-term  investments  were $48.8 million for the three month period
ended March 31, 2000. The Company's  capital  expenditures  generally consist of
investments in computers and related  peripheral  equipment and office furniture
for use in the Company's  operations.  The Company purchased  approximately $4.4
million of such  equipment  and  furniture  during the three month  period ended
March 31, 2000.

In 1997, the Company began development of a corporate campus on a 35-acre parcel
of land in Foster City, California.  During 1997 the Company spent approximately
$27.0  million on the land and  associated  improvement  costs.  During 1998 the
Company spent  approximately $0.3 million on land improvement costs. In addition
to  purchasing  the land,  the  Company  entered  into an  agreement  to lease a
ten-story 295,000 square foot building to be constructed on the site. The lessor
of the  building  committed  to fund  the  construction  of the  building  which
amounted to $57.0  million.  Rent  payments for the  building  commenced in July
1999,  the time the  construction  was  completed.  Rent  payments bear a direct
relationship to the carrying cost of the commitment  amount. The initial term of
the lease is 7 years with options to purchase at any time.  Also in  conjunction
with the lease,  the Company has entered  into a separate  ground lease with the
lessor of the building for  approximately 35 years. The Company has guaranteed a
residual value associated with the building to the lessor of 82% of the lessor's
funding.  If the Company defaults on the lease,  does not renew the lease,  does
not purchase the building or does not arrange for a third party  purchase of the
building  at the end of the lease  term,  it may be liable to the lessor for the
amount of the residual  guarantee.  As part of the lease  agreement  the Company
must maintain a minimum tangible net worth. In addition, the Company has pledged
certain  marketable  securities  ($69.4 million at March 31, 2000) to be held in
proportion  to the amount drawn in order to secure a more  favorable  lease rate
and avoid other  covenant  restrictions.  The Company may use these funds at any
time,  but their  release would also result in an increase to the lease rate and
the imposition of additional financial covenant restrictions.

On December 29, 1999, the Company entered into an agreement to lease  additional
facilities,  for up to 543,000  square feet, to be  constructed  on the property
that the Company owns in Foster City, California. The lessor of the building has
committed to fund up to a maximum of $137.0 million for the  construction of the
facilities,  with  the  portion  of  the  committed  amount  actually  used  for
construction to be determined by the Company. The construction of the additional
facilities  is  scheduled  to  be  completed  over  the  next  36  months.  Rent
obligations  for the building  will bear a direct  relationship  to the carrying
cost of the  commitments  drawn down.  Construction  of the facilities  began in
January 2000.

The lease  associated  with the additional  Foster City facilities has a term of
seven years with an option to renew subject to certain  conditions.  The Company
may, at its option,  purchase the facilities during or at the end of the term of
the lease for the amount expended by the lessor to construct the facilities.  In
connection  with the lease,  the  Company  entered  into a lease of the  related
parcels of land in Foster City to the lessor of the  buildings at a nominal rate
and for a term of 30 years.  If the Company  terminates or does not negotiate an
extension of its lease of the building,  the ground lease to the lessor converts
to a market rate. The Company,  at its option,  may purchase the building during
or at the end of the term of the lease for the amount  expended by the lessor to
construct the building.  The Company has guaranteed a residual value  associated
with the building to the lessor of 82% of the lessor's  funding.  If the Company
defaults on its lease,  does not renew its lease, does not purchase the building
or arrange  for a third  party the  purchase  of the  facility at the end of the
lease  term,  it may be  liable to the  lessor  for the  amount of the  residual
guarantee.


                                                                              15
<PAGE>

As part of this  agreement,  the Company  must  maintain a minimum  tangible net
worth.  In addition,  the Company has committed to pledge certain  securities in
proportion to the amount drawn against the  commitment to be held in a custodial
account as collateral to ensure  fulfillment  of the  obligations  to the lessor
under the lease  agreement.  As of March 31, 2000,  the Company has pledged $1.7
million in  marketable  securities as  collateral.  The Company may invest these
funds in certain  securities  and  receive the full  benefit of the  investment,
however the funds are restricted as to withdrawal at all times.

Net cash  provided by  financing  activities  of $8.3 million in the three month
period ended March 31,  2000,  was  primarily  the result of exercises of common
stock  options  and  the tax  benefits  to the  Company  associated  with  those
exercises.

The Company's inventory consists primarily of memory subsystems,  processors and
ASICs,  which are sold to third-party  contract  manufacturers  responsible  for
manufacturing  substantially all of the Company's  products.  Should the Company
decide to purchase components and do its own manufacturing,  or should it become
necessary  for the  Company  to  purchase  and sell  components  other  than the
processors, ASICs or memory subsystems for its contract manufacturers, inventory
balances would increase significantly,  thereby reducing the Company's available
cash resources.  Further, these contract manufacturers produce substantially all
of the Company's products. The Company believes that, should the services of any
of these  contract  manufacturers  become  unavailable,  a significant  negative
impact  on  the  Company's   consolidated  financial  position  and  results  of
operations  could  result.  The Company is also  reliant on several  sole-source
suppliers for certain key components and could experience a further  significant
negative impact on its consolidated financial position and results of operations
if such supply were reduced or not available.

The Company,  along with its directors and certain  officers and employees,  has
been named in class action  lawsuits filed in both the San Mateo County Superior
Court  and the  United  States  District  Court  for the  Northern  District  of
California.  The  lawsuits  are all  related to the  precipitous  decline in the
trading price of the Company's stock that occurred in December 1997. The Company
believes the lawsuits are without merit and is contesting them  vigorously,  but
there can be no assurance  that if damages are  ultimately  awarded  against the
Company,  the  litigation  will not adversely  affect the  Company's  results of
operations.

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 2001.

Euro Assessment

Eleven of the fifteen member  countries of the European  Union have  established
fixed conversion rates between their existing sovereign  currencies and the Euro
and have adopted the Euro as a common  currency as of January 1, 1999.  The Euro
is trading on currency exchanges and is available for non-cash transactions. The
conversion to the Euro is not expected to have a material  adverse effect on the
operating  results of the  Company as the Company  predominantly  invoices in US
Dollars.  The Company is currently in the process of  evaluating  the  reporting
requirements  in the  respective  countries  and the related  system,  legal and
taxation  requirements.  The Company expects that required modifications will be
made on a timely  basis and that  such  modifications  will not have a  material
adverse impact on the Company's  operating  results.  There can be no assurance,
however,  the Company will be able to complete such modifications to comply with
Euro  requirements,  which could have a material adverse effect on the Company's
operating results.


                                                                              16
<PAGE>

Factors That Could Adversely Affect Performance

Our performance may be adversely affected by the following factors:

We rely on sales to a relatively  small number of OEM partners,  and the loss of
any of these customers could substantially decrease our revenues

Because we sell our  products  primarily  to our OEM  partners,  we rely on high
sales volumes to a relatively small number of customers.  We expect that we will
continue  to depend on these  OEM  partners  for a  significant  portion  of our
revenues.  If we lose an  important  OEM or we are unable to recruit  additional
OEMs,  our revenues may be materially and adversely  affected.  We cannot assure
you that our major  customers  will continue to purchase our products at current
levels or that they will  continue to purchase our products at all. In addition,
our results of operations could be adversely affected by a decline in demand for
copiers or laser  printers,  other  factors  affecting our major  customers,  in
particular, or the computer industry in general.

We rely upon our OEM partners to develop new products,  applications and product
enhancements  in a timely  and  cost-effective  manner.  Our  continued  success
depends  upon the  ability of these  OEMs to meet  changing  customer  needs and
respond to emerging industry standards and other technological changes. However,
we cannot  assure you that our OEMs will  effectively  meet these  technological
challenges.  These OEMs, who are not within our control,  may  incorporate  into
their products the technologies of other companies in addition to, or instead of
our  products.  These  OEMs may  introduce  and  support  products  that are not
compatible with our products.  We rely on these OEMs to market our products with
their  products,  and if these OEMs do not  effectively  market our products our
sales revenue may be materially  and adversely  affected.  With the exception of
certain minimum purchase  obligations,  these OEMs are not obligated to purchase
products  from us. We cannot assure you that our OEMs will continue to carry our
products.

Our OEMs work  closely  with us to develop  products  that are  specific to each
OEM's copiers and printers. For many of the products we are developing,  we need
to coordinate development,  quality testing,  marketing and other tasks with our
OEMs. We cannot control our OEMs' development  efforts and coordinating with our
OEMs may cause delays that we cannot manage by ourselves. In addition, our sales
revenue and results of  operations  may be adversely  affected if we cannot meet
our OEM's product  needs for their  specific  copiers and  printers,  as well as
successfully  manage the  additional  engineering  and support  effort and other
risks associated with such a wide range of products.

We are pursuing,  and will continue to pursue, the business of additional copier
and printer OEMs. However,  because there are a limited number of OEMs producing
copiers and printers in sufficient volume to be attractive  customers for us, we
expect that customer concentration will continue to be a risk.

If we are unable to develop new products,  or execute product introductions on a
timely basis, our future revenue and operating results may be harmed.

Our  operating  results  will  depend  to  a  significant  extent  on  continual
improvement of existing  technologies  and rapid  innovation of new products and
technologies.  Our success  depends  not only on our  ability to predict  future
requirements,  but also to develop and introduce new products that  successfully
address customer needs. Any delays in the launch or availability of new products
we are  planning  could harm our  financial  results.  During  transitions  from
existing  products to new  products,  customers  may delay or cancel  orders for
existing  products.  Our results of operations  may be adversely  affected if we
cannot successfully manage product transitions or provide adequate  availability
of products after they have been introduced.

In  this  environment,  we must  continue  to make  significant  investments  in
research and development in order to enhance  performance and  functionality  of
our  products,  including  product  lines  different  than our Fiery servers and
embedded  controllers.  We cannot assure you that we will successfully  identify
new product  opportunities,  develop and  introduce  new products to market in a
timely manner, and achieve market acceptance of our products. Also, if we decide
to develop new products,  our research and development  expenses may increase in
the short term without a corresponding  increase in revenue.  Finally, we cannot
assure you that  products and  technologies  developed by others will not render
our products or technologies obsolete or noncompetitive.

We  license   software   used  in  most  of  our  products  from  Adobe  Systems
Incorporated,  and the loss of this license would prevent us from shipping these
products

Under our license agreements with Adobe, a separate license must be granted from
Adobe to us for each  type of  copier or  printer  used  with a Fiery  Server or
Controller.  If Adobe does not grant us such licenses or approvals, if the Adobe
license  agreements  are  terminated,  or if  our  relationship  with  Adobe  is
otherwise  impaired,  our financial  condition and results of operations  may be
harmed.

                                                                              17
<PAGE>

To date, we have successfully  obtained  licenses to use Adobe's  PostScript(TM)
software for our products,  where required.  However,  we cannot assure you that
Adobe will continue to grant future licenses to Adobe PostScript(TM) software on
reasonable terms, in a timely manner,  or at all. In addition,  we cannot assure
you that Adobe will continue to give us the quality  assurance  approvals we are
required to obtain from Adobe for the Adobe licenses.

If the demand for products that enable printing of digital data  decreases,  our
sales revenue may decrease

Our products are primarily targeted at enabling the printing of digital data. If
demand  for this  service  declines,  or if the  demand  for our OEM's  specific
printers or copiers that our products are designed for should decline, our sales
revenue may be adversely  affected.  Although demand for networked  printers and
copiers has  increased in recent  years,  we cannot  assure you that such demand
will  continue,  nor can we control  whether  the demand will  continue  for the
specific OEM printers and copiers that utilize our products  will  continue.  We
believe  that  demand  for our  products  may also be  affected  by a variety of
economic conditions and considerations, and we cannot assure you that demand for
our products will continue at current levels.

If we enter new markets or  distribution  channels  this could result in delayed
revenues or higher operating expenses

We continue to explore opportunities to develop product lines different from our
Fiery  servers  and  embedded  controllers,  such  as our new  line of  software
products and EFI  Professional  Services that we announced on February 23, 2000.
We expect to invest funds to develop new distribution and marketing channels for
these new  products and  services.  We do not know if we will be  successful  in
developing  these  channels  or whether  the market  will  accept any of our new
products or services. In addition, even if we are able to introduce new products
or services,  these  products and services may  adversely  impact the  Company's
operating results.

We face competition  from other suppliers as well as our own OEM customers,  and
if we are not able to compete successfully then our business may be harmed

Our industry is highly  competitive and is characterized by rapid  technological
changes. We compete against a number of other suppliers of imaging products.  We
cannot assure you that products or technologies developed by competing suppliers
will not render our products or technologies obsolete or noncompetitive.

While many of our OEM's sell our products on an exclusive  basis, we do not have
any formal agreements that prevent the OEMs from offering alternative  products.
If an OEM offers  products  from  alternative  suppliers  our market share could
decrease,  which could reduce our revenue and  negatively  affect our  financial
results.

Our OEM partners may themselves  internally  develop and supply products similar
to our current products. These OEMs may be able to develop similar products that
are compatible  with their own products more quickly than we can. These OEMs may
choose to market their own products,  even if these products are technologically
inferior, have lower performance or cost more. We cannot assure you that we will
be able to continue to successfully  compete against similar products  developed
internally by our OEMs or against their  financial  and other  resources.  If we
cannot compete successfully against our OEMs' internally developed products, our
business may be harmed.

If we are not able to hire and retain skilled  employees,  we may not be able to
develop products or meet demand for our products in a timely fashion

We depend upon  skilled  employees,  such as software  and  hardware  engineers,
quality assurance engineers and other technical professionals. We are located in
the Silicon Valley where  competition  among  companies to hire  engineering and
technical  professionals  is intense.  It is difficult for us to locate and hire
qualified  engineers  and  technical  professionals  and for us to retain  these
people.  There are many technology companies located nearby that may try to hire
our  employees.  The  movement of our stock price may also impact our ability to
hire and retain employees. If we do not offer competitive  compensation,  we may
not be able to recruit or retain employees.  If we cannot  successfully hire and
retain  employees,  we may not be able to  develop  products  timely  or to meet
demand for our products in a timely fashion and our results of operations may be
adversely impacted.


                                                                              18
<PAGE>

Our  operating  results  may  fluctuate  based upon many  factors,  which  could
adversely affect our stock price

We expect our stock price to vary with our operating results and,  consequently,
adverse  fluctuations could adversely affect our stock price.  Operating results
may fluctuate due to:

o        demand for our products;
o        success and timing of new product introductions;
o        changes in interest rates and  availability of bank or financing credit
         to consumers of digital copiers and printers;
o        price reductions by us and our competitors;
o        delay, cancellation or rescheduling of orders;
o        product performance;
o        availability  of  key  components,  including  possible  delays  in the
         deliveries from suppliers;
o        the  status  of  our  relationships  with  our  OEM  partners;
o        the  performance  of  third-party  manufacturers;
o        the status of our  relationships  with our key  suppliers;
o        potential  excess  or  shortage  of  skilled  employees;  and
o        general economic conditions.

Many or our products,  and the related OEM copiers and  printers,  are purchased
utilizing  lease  contracts or bank  financing.  If  prospective  purchasers  of
digital  copiers and  printers  are unable to obtain  credit,  or interest  rate
changes make credit terms undesirable,  this may significantly reduce the demand
for  digital  copiers  and  printers,  negatively  impacting  our  revenues  and
operating results.

Typically we do not have long-term volume purchase contracts with our customers,
and a  substantial  portion of our backlog is scheduled  for delivery  within 90
days or less.  Our  customers  may cancel  orders and  change  volume  levels or
delivery times for product they have ordered from us without penalty. However, a
significant portion of our operating expenses are fixed in advance,  and we plan
these  expenditures  based on the sales  forecasts  from our OEM  customers  and
product development programs. If we were unable to adjust our operating expenses
in response to a shortfall in our sales,  it could harm our quarterly  financial
results.

We attempt to hire additional  employees to match growth in projected demand for
our products. If we project a higher demand than materializes,  we will hire too
many employees and incur expenses that we need not have incurred and our margins
may be lower. If we project a lower demand than  materializes,  we will hire too
few employees,  we may not be able to meet demand for our products and our sales
revenue may be lower. If we cannot  successfully  manage our growth, our results
of operations may be harmed.

The value of our investment portfolio will decrease if interest rates increase

We have an investment portfolio of mainly fixed income securities  classified as
available-for-sale  securities. As a result, our investment portfolio is subject
to interest rate risk and will fall in value if market  interest rates increase.
We attempt to limit this exposure to interest  rate risk by investing  primarily
in short-term  securities.  We may be unable to  successfully  limit our risk to
interest  rate  fluctuations  and this may cause  our  investment  portfolio  to
decrease in value.

Our stock price has been and may continue to be volatile

Our  common  stock,  and the  stock  market  generally,  have  from time to time
experienced  significant  price and volume  fluctuations.  The market prices for
securities  of  technology   companies  have  been  especially   volatile,   and
fluctuations   in  the  stock  market  are  often  unrelated  to  the  operating
performance  of  particular  companies.  These  broad  market  fluctuations  may
adversely  affect the market price of our common  stock.  Our common stock price
may also be affected by the factors discussed above in this section as well as:

o        Fluctuations  in our  results of  operations,  revenues  or earnings or
         those of our competitors;
o        Failure of such results of operations, revenues or earnings to meet the
         expectations of stock market analysts and investors;
o        Changes in stock market analysts'  recommendations regarding us;
o        Real or perceived technological advances by our competitors;
o        Political  or economic  instability  in regions  where our products are
         sold or used; and
o        General market and economic conditions.


                                                                              19
<PAGE>

We face risks from our international operations and from currency fluctuations

Approximately 51% and 54% of our revenue from the sale of products for the three
month periods ended March 31, 2000 and March 21, 1999,  respectively,  came from
sales outside North America, primarily to Europe and Japan. We expect that sales
to international  destinations will continue to be a significant  portion of our
total revenue.  You should be aware that we are subject to certain risks because
of our international operations. These risks include the regulatory requirements
of foreign governments which may apply to our products,  as well as requirements
for  export   licenses   which  may  be  required  for  the  export  of  certain
technologies.  The  necessary  export  licenses  may be delayed or  difficult to
obtain,  which  could  cause a delay  in our  international  sales  and hurt our
product  revenue.  Other  risks  include  trade  protection  measures,   natural
disasters, and political or economic conditions in a specific country or region.

We believe that economic conditions in other parts of the world, such as Brazil,
may also limit demand for our products.  The move to a single European currency,
the Euro,  and the  resulting  central  bank  management  of  interest  rates to
maintain  fixed  currency  exchange  rates among the member  nations may lead to
economic conditions which adversely impact sales of our products.

Given the significance of our export sales to our total product revenue, we face
a continuing risk from the  strengthening of the U.S. dollar versus the Japanese
yen, the Euro and other major European currencies,  and numerous Southeast Asian
currencies,  which could cause lower unit demand and the necessity that we lower
average selling prices for our products because of the reduced strength of local
currencies.  Either of these events  could harm our  revenues and gross  margin.
Although we typically invoice our customers in U.S. dollars,  when we do invoice
our  customers in local  currencies,  our cash flows and earnings are exposed to
fluctuations in interest rates and foreign  currency  exchange rates between the
currency of the invoice and the U.S. dollar.  We attempt to limit or hedge these
exposures through operational  strategies and financial market instruments where
we consider it  appropriate.  To date we have mostly used  forward  contracts to
reduce our risk from  interest  rate and  currency  fluctuations.  However,  our
efforts  to  reduce  the  risk  from  our  international   operations  and  from
fluctuations  in foreign  currencies  or interest  rates may not be  successful,
which harm our financial condition and operating results.

We may be unable to adequately protect our proprietary information

We rely on a  combination  of  copyright,  patent and trade  secret  protection,
nondisclosure  agreements,  and licensing and  cross-licensing  arrangements  to
establish and protect our proprietary  rights. Any failure to adequately protect
our  proprietary  information  could harm our financial  condition and operating
results.  We cannot be  certain  that any  patents  that may be issued to us, or
which we license from third parties, or any other of our proprietary rights will
not be  challenged,  invalidated  or  circumvented.  In  addition,  we cannot be
certain  that any rights  granted  to us under any  patents,  licenses  or other
proprietary   rights  will  provide  adequate   protection  of  our  proprietary
information.

We face risks from third party claims of infringement and potential litigation

Third  parties may claim that our  products  infringe,  or may  infringe,  their
proprietary   rights.   Such  claims  could  result  in  lengthy  and  expensive
litigation.  Such  claims  and any  related  litigation,  whether  or not we are
successful in the litigation, could result in substantial costs and diversion of
our  resources.  Although  we may seek  licenses  from  third  parties  covering
intellectual property that we are allegedly infringing, we cannot guarantee that
any such licenses could be obtained on acceptable terms, if at all.

Seasonal purchasing patterns of our OEM customers have historically caused lower
fourth quarter revenue, which may negatively impact the stock price

Our results of operations have typically  followed a seasonal pattern reflecting
the buying  patterns of our large OEM customers.  In the past, our fiscal fourth
quarter  results  have been  adversely  affected  because some or all of our OEM
customers  wanted to decrease,  or otherwise  delay,  fourth quarter orders.  In
addition,  the first  fiscal  quarter  traditionally  has been a weaker  quarter
because our OEM partners  focus on training of their sales  forces.  The primary
reasons for this seasonal pattern are:

o        Fluctuation in demand for our products from our OEM partners,  who have
         historically   sought  to  minimize   year-end   inventory   investment
         (including  the  reduction in demand  following  introductory  "channel
         fill" purchases). Fluctuation in demand is also caused by timing of new
         product releases and training by our OEM partners; and


                                                                              20
<PAGE>

o        The fact that our OEM partners have achieved their yearly sales targets
         and consequently  delayed further  purchases into the next fiscal year,
         and the fact that we do not know when our  partners  reach  these sales
         targets as they generally do not share them with us.

As a result of these  factors,  we believe that period to period  comparisons of
our  operating  results  are not  meaningful,  and you  should  not rely on such
comparisons  to predict  our  future  performance.  We  anticipate  that  future
operating  results  may  fluctuate  significantly  due to this  seasonal  demand
pattern.

We may make future  acquisitions  and acquisitions  involve  numerous  financial
risks

We seek to develop new technologies and products from both internal and external
sources.  As part of this effort,  we may make  acquisitions  of, or significant
investments in, other companies.  Acquisitions involve numerous risks, including
the following:

o        Difficulties in integration of operations, technologies, or products;
o        Risks  of  entering  markets  in  which  we  have  little  or no  prior
         experience,  or entering markets where competitors have stronger market
         positions;
o        Possible  write-downs of impaired  assets;  and
o        Potential loss of key employees of the acquired company.

Mergers and acquisitions of companies are inherently risky, and we cannot assure
you that our previous or future  acquisitions  will be  successful  and will not
harm our business, operating results, financial condition, or stock price.

The  location and  concentration  of our  facilities  subjects us to the risk of
earthquakes, floods or other natural disasters

Our  corporate  headquarters,  including  most of our research  and  development
facilities and  manufacturing  operations,  are located in the San Francisco Bay
Area of Northern California,  an area known for seismic activity.  This area has
also  experienced  flooding in the past.  In  addition,  many of the  components
necessary to supply our products are purchased  from  suppliers  subject to risk
from natural  disasters,  based in areas  including  the San Francisco Bay Area,
Taiwan,  and Japan. A significant  natural disaster,  such as an earthquake or a
flood, could harm our business, financial condition, and operating results.

We are dependent on  sub-contractors  to manufacture and deliver products to our
customers

We subcontract with other companies to manufacture our products.  We are totally
reliant  on the  ability  of our  subcontractors  to  produce  products  sold to
customers,  and while we closely  monitor  our  subcontractors  performance.  We
cannot  assure you that such  subcontractors  will continue to perform for us as
well as they  have in the past.  We also can not  assure  you that  difficulties
experienced by our  subcontractors ( such as interruptions in a  subcontractor's
ability to make or ship our products,  or fix quality assurance problems ) would
not harm our business, operating results, or financial condition.

                                                                              21
<PAGE>

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Market Risk

The Company is exposed to various market risks, including the changes in foreign
currency exchange rates.  Market risk is the potential loss arising from adverse
changes in market  rates and  prices,  such as  foreign  currency  exchange  and
interest rates.  The Company does not enter into  derivatives or other financial
instruments  for  trading or  speculative  purposes.  The  Company  enters  into
financial  instrument  contracts  to manage  and reduce the impact of changes in
foreign  currency  exchange  rates.  The   counterparties  are  major  financial
institutions.

Foreign Exchange Contracts

During 1998, the Company began utilizing  forward foreign exchange  contracts to
hedge  the  currency   fluctuations  in  transactions   denominated  in  foreign
currencies, thereby limiting the Company's risk that would otherwise result from
changes in exchange rates. The transactions  hedged were  intercompany  accounts
receivable  and payable  between the Company and its  Japanese  subsidiary.  The
periods of the forward foreign  exchange  contracts  correspond to the reporting
periods  of the  hedged  transactions.  Foreign  exchange  gains  and  losses on
intercompany  balances and the  offsetting  losses and gains on forward  foreign
exchange contracts are reflected in the income statement.

As of March 31, 2000, the Company had one outstanding  forward foreign  exchange
contract to sell Yen equivalent to approximately $88,000 with an expiration date
of April 28, 2000.  The estimated  fair value of the foreign  currency  contract
represents the amount required to enter into  offsetting  contracts with similar
remaining  maturities  based on quoted market prices.  As of March 31, 2000, the
difference  between the fair value of the outstanding  contract and the contract
amount was  immaterial.  Market risk was estimated as the potential  decrease in
fair value  resulting from a  hypothetical  10% increase of the amount of Yen to
purchase one US Dollar. A 10% fluctuation in the exchange rate for this currency
would change the fair value by approximately $8,000. However, since the contract
hedges foreign currency denominated  transactions,  any change in the fair value
of the  contract  would be  offset by  changes  in the  underlying  value of the
transactions being hedged.

Interest Rate Risk

The fair value of the Company's cash  portfolio at March 31, 2000,  approximated
carrying  value.  Market risk was  estimated as the  potential  decrease in fair
value resulting from an instantaneous  hypothetical 100 basis-point  increase in
interest rates for any debt instruments in the Company's  investment  portfolio.
As of March 31, 2000,  the Company's cash and  short-term  investment  portfolio
includes debt  securities of $427.8 million subject to interest rate risk. A 100
basis-point increase in market interest rates would result in a decrease of fair
value of approximately $4.3 million.

The fair value of the Company's  long-term debt,  including current  maturities,
was estimated to be $3.8 million as of March 31, 2000,  and equaled the carrying
value.  The Company's  long-term  debt  requires  interest  payments  based on a
variable rate and therefore is subject to interest rate risk. A 10%  fluctuation
in  interest  rates  would not have a  material  effect on the fair value of the
outstanding long-term debt of the Company as of March 31, 2000.


                                                                              22
<PAGE>

PART II           Other Information

     ITEM 1.          LEGAL PROCEEDINGS

Not applicable.


     ITEM 2.          CHANGE IN SECURITIES AND USE OF PROCEEDS

Not applicable.

     ITEM 3.          DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

     ITEM 5.          OTHER INFORMATION

Not applicable.


     ITEM 6.          Exhibits and Reports on Form 8-K

(a)      Exhibits*

                  Exhibit 10.14**   Employment  Agreement dated January 11, 2000
                                    by and between Dan Avida and the Company.

                  Exhibit 10.15**   Employment Agreement dated March 8, 2000, by
                                    and between Fred Rosenzweig and the Company.

                  Exhibit 10.16**   Employment Agreement dated March 8, 2000, by
                                    and between Eric Saltzman and the Company.

                  Exhibit 10.17**   Employment Agreement dated March 8, 2000, by
                                    and between Jan Smith and the Company.

                  Exhibit 10.18**   Employment Agreement dated March 8, 2000, by
                                    and between Guy Gecht and the Company.

                  Exhibit 10.20     Lease  Financing  of  Properties  Located in
                                    Foster City, California, dated as of January
                                    18, 2000 among the Company, Societe Generale
                                    Financial Corporation and Societe Generale.

                  Exhibit 27.1      Financial Data Schedule

                    * Exhibits to the  Company's  Annual Report on Form 10-K for
                    the year ended December 31, 1999 are incorporated  herein by
                    reference.

                    ** Items that are management contracts or compensatory plans
                    or  arrangements  that are  required to be filed as exhibits
                    pursuant to Item 6(a) of Form 10Q.

         (b)  Reports on Form 8-K

                      None


                                                                              23
<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 12, 2000


                                    By/s/Guy Gecht
                                    --------------------------------------------
                                    Guy Gecht
                                    Chief Executive Officer
                                    (Principal Executive Officer)

                                    By/s/Joseph Cutts
                                    --------------------------------------------
                                    Joseph Cutts
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                                                              24
<PAGE>

EXHIBIT INDEX*

           No.                      Description
           ---                      -----------

           Exhibit 10.14**          Employment  Agreement dated January 11, 2000
                                    by and between Dan Avida and the Company.

           Exhibit 10.15**          Employment Agreement dated March 8, 2000, by
                                    and between Fred Rosenzweig and the Company.

           Exhibit  10.16**         Employment Agreement dated March 8, 2000, by
                                    and between Eric Saltzman and the Company.

           Exhibit  10.17**         Employment Agreement dated March 8, 2000, by
                                    and between Jan Smith and the Company.

           Exhibit  10.18**         Employment Agreement dated March 8, 2000, by
                                    and between Guy Gecht and the Company.

           Exhibit 10.20            Lease  Financing  of  Properties  Located in
                                    Foster City, California, dated as of January
                                    18, 2000 among the Company, Societe Generale
                                    Financial Corporation and Societe Generale.

           Exhibit 27.1             Financial Data Schedule

           * Exhibits to the  Company's  Annual Report on Form 10-K for the year
           ended December 31, 1999 are incorporated herein by reference.

           ** Items  that are  management  contracts  or  compensatory  plans or
           arrangements  that are  required to be filed as exhibits  pursuant to
           Item 6(a) of Form 10Q.


                                                                              25

<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
     months  period  ended March 31, 2000 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-31-2000
<PERIOD-START>                                        JAN-01-2000
<PERIOD-END>                                          MAR-31-2000
<CASH>                                                      138,644
<SECURITIES>                                                355,161
<RECEIVABLES>                                                95,227
<ALLOWANCES>                                                  1,422
<INVENTORY>                                                  12,723
<CURRENT-ASSETS>                                            629,837
<PP&E>                                                      104,416
<DEPRECIATION>                                               54,076
<TOTAL-ASSETS>                                              696,841
<CURRENT-LIABILITIES>                                       103,395
<BONDS>                                                       3,467
                                             0
                                                       0
<COMMON>                                                        561
<OTHER-SE>                                                  589,418
<TOTAL-LIABILITY-AND-EQUITY>                                696,841
<SALES>                                                     151,515
<TOTAL-REVENUES>                                            151,515
<CGS>                                                        77,903
<TOTAL-COSTS>                                                77,903
<OTHER-EXPENSES>                                             41,168
<LOSS-PROVISION>                                                  0
<INTEREST-EXPENSE>                                                0
<INCOME-PRETAX>                                              37,945
<INCOME-TAX>                                                 12,522
<INCOME-CONTINUING>                                          25,423
<DISCONTINUED>                                                    0
<EXTRAORDINARY>                                                   0
<CHANGES>                                                         0
<NET-INCOME>                                                 25,423
<EPS-BASIC>                                                    0.45
<EPS-DILUTED>                                                  0.44



</TABLE>


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