UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 18, 2013
Electronics For Imaging, Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware | 000-18805 | 94-3086355 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
303 Velocity Way
Foster City, California 94404
(Address of Principal Executive Offices)
(650) 357-3500
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. | Results of Operations and Financial Condition. |
On April 18, 2013, the Company announced preliminary financial results for the fiscal quarter ended March 31, 2013. A copy of the press release is attached hereto as Exhibit 99.1 and is being furnished under Item 2.02 of this Current Report on Form 8-K.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
99.1 | Press Release dated April 18, 2013 EFI Reports Record First Quarter with Revenue of $171M, Up 7%. |
The information included in Exhibit 99.1 is intended to be furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: April 18, 2013 | ELECTRONICS FOR IMAGING, INC. | |||||
By: | /s/ Guy Gecht | |||||
Name: | Guy Gecht | |||||
Title: | Chief Executive Officer, President |
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED APRIL 18, 2013
Exhibit |
Description | |
99.1 |
Press Release dated April 18, 2013 EFI Reports Record First Quarter with Revenue of $171M, Up 7%. |
Exhibit 99.1
For more information: | Investor Relations: | |||||
Vincent Pilette | JoAnn Horne | |||||
Chief Financial Officer | Market Street Partners | |||||
EFI | 415-445-3235 | |||||
650-357-3500 |
EFI Reports Record First Quarter with Revenue of $171M, Up 7%
Growth Across All Business Segments Drives 24% Operating Income Increase and Solid Cash Generation
Foster City, Calif. April 18, 2013 Electronics For Imaging, Inc. (Nasdaq: EFII), a world leader in customer-focused digital printing innovation, today announced its results for the first quarter of 2013.
For the quarter ended March 31, 2013, the Company reported first quarter record revenue of $171.4 million, up 7% compared to first quarter 2012 revenue of $160.1 million. First quarter 2013 non-GAAP net income was $15.8 million or $0.33 per diluted share, which included an unfavorable non-operational currency impact of $0.04 per diluted share, compared to non-GAAP net income of $14.2 million or $0.30 per diluted share for the same period in 2012. GAAP net income was $8.4 million or $0.17 per diluted share, compared to $6.2 million or $0.13 per diluted share for the same period in 2012.
The EFI team delivered a great first quarter with revenue growth above our expectations, a solid increase in profitability, and very strong cash generation, said Guy Gecht, CEO of EFI. With new breakthrough products across our portfolio and sales opportunities at trade shows around the globe, we look for this robust demand to continue into the current quarter as EFIs innovation continues to help customers drive growth and productivity in their businesses.
EFI will discuss the Companys financial results by conference call at 2:00 p.m. PDT today. Instructions for listening to the conference call over the Web are available on the investor relations portion of EFIs website at www.efi.com.
About EFI
EFI (www.efi.com) is a worldwide provider of products, technology, and services leading the transformation of analog to digital imaging. Based in Silicon Valley with offices around the globe, the companys powerful integrated product portfolio includes digital front-end servers; superwide, wide-format, label, and ceramic inkjet presses and inks; production workflow, web-to-print, and business automation software; and office, enterprise, and mobile cloud solutions. These products allow users to produce, communicate and share information in an easy and effective way, and enable businesses to increase their profits, productivity, and efficiency.
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Safe Harbor for Forward Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements other than statements of historical fact including words such as anticipate, believe, estimate, expect, consider and plan and statements in the future tense are forward looking statements. The statements in this press release that could be deemed forward-looking statements include statements regarding EFIs strategy, plans, expectations regarding its revenue growth, product portfolio, productivity, future opportunities for EFI and its customers, and any statements or assumptions underlying any of the foregoing.
Forward-looking statements are subject to certain risks and uncertainties that could cause our actual future results to differ materially, or cause a material adverse impact on our results. Potential risks and uncertainties include, but are not necessarily limited to, unforeseen expenses; the difficulty of aligning expense levels with revenue; managements ability to forecast revenues, expenses and earnings; any world-wide financial and economic difficulties and downturns; adverse tax-related matters such as tax audits, changes in our effective tax rate or new tax legislative proposals; the unpredictability of development schedules and commercialization of products by the leading printer manufacturers and declines or delays in demand for our related products; changes in the mix of products sold; the uncertainty of market acceptance of new product introductions; intense competition in each of our businesses, including competition from products developed by EFIs customers; challenge of managing asset levels, including inventory and variations in inventory levels; the uncertainty of continued success in technological advances; the challenges of obtaining timely, efficient and quality product manufacturing and supply of components; litigation involving intellectual property rights or other related matters; our ability to successfully integrate acquired businesses; the uncertainty regarding the amount and timing of future share repurchases by EFI and the origin of funds used for such repurchases; the market prices of EFIs common stock prior to, during and after the share repurchases; any disruptions in our operations, the difficulty to retain employees, and additional expenses that we may incur as a result of our relocation from the Foster City campus; the compliance with the new requirements regarding the conflict minerals, if they are found to be used in our products, and any other risk factors that may be included from time to time in the Companys SEC reports.
The statements in this press release are made as of the date of this press release. EFI undertakes no obligation to update information contained in this press release. For further information regarding risks and uncertainties associated with EFIs businesses, please refer to the section entitled Risk Factors in the Companys SEC filings, including, but not limited to, its annual report on Form 10-K and its quarterly reports on Form 10-Q, copies of which may be obtained by contacting EFIs Investor Relations Department by phone at 650-357-3828 or by email at investor.relations@efi.com or EFIs Investor Relations website at www.efi.com.
Use of Non-GAAP Financial Information
To supplement our condensed consolidated financial results prepared under generally accepted accounting principles, or GAAP, we use non-GAAP measures of net income (loss), as the case may be, and earnings per diluted share that are GAAP net income (loss), as the case may be, and GAAP earnings per diluted share adjusted to exclude certain recurring and non-recurring costs, expenses and gains. A reconciliation of the adjustments to GAAP results for the three months ended March 31, 2013 and 2012 is provided below. In addition, an explanation of how management uses non-GAAP financial information to evaluate its business, the substance behind managements decision to use this non-GAAP financial information, the material limitations associated with the use of non-GAAP financial information, the manner in which management compensates for those limitations, and the substantive reasons management believes that this non-GAAP financial information provides useful information to investors is included under About our Non-GAAP Net Income and Adjustments after the tables below.
These non-GAAP measures are not in accordance with or an alternative to GAAP and may be materially different from other non-GAAP measures, including similarly titled non-GAAP measures, used by other companies. The presentation of this additional information should not be considered in isolation from, as a substitute for, or superior to, net income (loss), as the case may be, or earnings per diluted share prepared in accordance with GAAP.
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Electronics For Imaging, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
Three Months Ended March 31, |
||||||||
2013 | 2012 | |||||||
Revenue |
$ | 171,359 | $ | 160,056 | ||||
Cost of revenue |
77,499 | 72,389 | ||||||
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Gross profit |
93,860 | 87,667 | ||||||
Operating expenses: |
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Research and development |
31,067 | 30,899 | ||||||
Sales and marketing |
32,736 | 30,917 | ||||||
General and administrative |
13,698 | 12,902 | ||||||
Amortization of identified intangibles |
4,927 | 4,184 | ||||||
Restructuring and other |
1,902 | 1,084 | ||||||
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Total operating expenses |
84,330 | 79,986 | ||||||
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Income from operations |
9,530 | 7,681 | ||||||
Interest and other income (expense), net |
(2,924 | ) | 570 | |||||
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Income before income taxes |
6,606 | 8,251 | ||||||
Benefit from (provision for) income taxes |
1,756 | (2,017 | ) | |||||
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Net income |
$ | 8,362 | $ | 6,234 | ||||
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Fully Diluted EPS calculation |
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Net income |
$ | 8,362 | $ | 6,234 | ||||
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Net income per diluted common share |
$ | 0.17 | $ | 0.13 | ||||
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Shares used in diluted per share calculation |
47,986 | 47,359 | ||||||
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Electronics For Imaging, Inc.
Reconciliation of GAAP Net Income to Non-GAAP Net Income
(in thousands, except per share data)
(unaudited)
Three Months Ended March 31, |
||||||||
2013 | 2012 | |||||||
Net income |
$ | 8,362 | $ | 6,234 | ||||
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Amortization of identified intangibles |
4,927 | 4,184 | ||||||
Stock based compensation Cost of revenue |
469 | 298 | ||||||
Stock based compensation Research and development |
1,867 | 1,563 | ||||||
Stock based compensation Sales and marketing |
888 | 756 | ||||||
Stock based compensation General and administrative |
3,420 | 2,049 | ||||||
Restructuring and other |
1,902 | 1,084 | ||||||
General and administrative (G&A) |
||||||||
Acquisition-related transaction costs |
19 | 451 | ||||||
Change in fair value of contingent consideration |
(262 | ) | | |||||
Sublease income related to our deferred property sale |
(720 | ) | | |||||
Depreciation expense related to our deferred property sale |
410 | | ||||||
Interest and other income (expense), net (OI&E): |
||||||||
Interest expense related to our deferred property sale |
880 | | ||||||
Relocation expenses related to deferred property sale |
76 | | ||||||
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Tax effect of non-GAAP adjustments |
(6,487 | ) | (2,457 | ) | ||||
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Non-GAAP net income |
$ | 15,751 | $ | 14,162 | ||||
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Non-GAAP net income per diluted common share |
$ | 0.33 | $ | 0.30 | ||||
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Shares used in per share calculation |
47,986 | 47,359 | ||||||
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Electronics For Imaging, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
March 31, 2013 |
December
31, 2012 |
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Assets |
||||||||
Cash and cash equivalents |
$ | 298,251 | $ | 283,996 | ||||
Short-term investments |
83,210 | 80,966 | ||||||
Accounts receivable, net |
126,497 | 135,110 | ||||||
Inventories |
62,164 | 58,343 | ||||||
Other current assets |
86,428 | 74,877 | ||||||
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Total current assets |
656,550 | 633,292 | ||||||
Property and equipment, net |
85,679 | 86,582 | ||||||
Goodwill |
216,530 | 219,383 | ||||||
Intangible assets, net |
74,460 | 80,244 | ||||||
Other assets |
58,380 | 55,397 | ||||||
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Total assets |
$ | 1,091,599 | $ | 1,074,898 | ||||
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Liabilities & Stockholders equity |
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Accounts payable |
$ | 72,222 | $ | 63,446 | ||||
Deferred proceeds from property transaction |
181,096 | 180,216 | ||||||
Accrued and other liabilities |
126,410 | 119,174 | ||||||
Income taxes payable |
5,057 | 7,562 | ||||||
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Total current liabilities |
384,785 | 370,398 | ||||||
Contingent and other liabilities |
7,654 | 17,742 | ||||||
Deferred tax liabilities |
6,012 | 6,210 | ||||||
Long term taxes payable |
31,017 | 29,755 | ||||||
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Total liabilities |
429,468 | 424,105 | ||||||
Total stockholders equity |
662,131 | 650,793 | ||||||
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Total liabilities and stockholders equity |
$ | 1,091,599 | $ | 1,074,898 | ||||
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Note: In accordance with ASC 805, we revised previously issued financial information to reflect adjustments to the accounting for business acquisitions as if they occurred on the acquisition date. Accordingly, we have increased goodwill and accrued and other liabilities by $1.1 million at December 31, 2012 to reflect opening balance sheet adjustments related to our acquisitions of Cretaprint, OPS, and Technique.
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Electronics For Imaging, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Three Months Ended March 31, |
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2013 | 2012 | |||||||
Cash flows from operating activities: |
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Net income |
$ | 8,362 | $ | 6,234 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
7,158 | 6,139 | ||||||
Deferred taxes |
(5,366 | ) | 602 | |||||
Tax benefit from employee stock plans |
1,885 | 127 | ||||||
Excess tax benefit from stock-based compensation |
(2,013 | ) | (385 | ) | ||||
Stock-based compensation |
6,644 | 4,666 | ||||||
Provision for (releases of) inventory obsolescence reserves |
1,842 | (35 | ) | |||||
Provision for allowance for bad debts and sales-related allowances |
1,337 | 201 | ||||||
Contingent consideration payments related to business acquired |
(618 | ) | | |||||
Other non-cash charges and adjustments |
306 | 2,231 | ||||||
Changes in operating assets and liabilities |
3,081 | (9,814 | ) | |||||
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Net cash provided by operating activities* |
22,618 | * | 9,966 | |||||
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Cash flows from investing activities: |
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Purchases of short-term investments |
(12,288 | ) | (20,415 | ) | ||||
Proceeds from sales and maturities of short-term investments |
9,860 | 29,298 | ||||||
Purchases, net of proceeds from sales, of property and equipment |
(2,269 | ) | (1,307 | ) | ||||
Businesses purchased, net of cash acquired |
| (29,106 | ) | |||||
Proceeds from notes receivable of acquired business |
| 5,216 | ||||||
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Net cash used for investing activities |
(4,697 | ) | (16,314 | ) | ||||
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Cash flows from financing activities: |
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Proceeds from issuance of common stock |
7,621 | 6,094 | ||||||
Purchases of treasury stock and net settlement of restricted stock |
(11,567 | ) | (1,680 | ) | ||||
Repayment of debt assumed through business acquisitions |
(354 | ) | (5,547 | ) | ||||
Contingent consideration related to business acquired |
(349 | ) | | |||||
Excess tax benefit from stock-based compensation |
2,013 | 385 | ||||||
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Net cash used for financing activities |
(2,636 | ) | (748 | ) | ||||
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Effect of foreign exchange rate changes on cash and cash equivalents |
(1,030 | ) | 706 | |||||
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Increase (decrease) in cash and cash equivalents |
14,255 | (6,390 | ) | |||||
Cash and cash equivalents at beginning of year |
283,996 | 120,058 | ||||||
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Cash and cash equivalents at end of period |
$ | 298,251 | $ | 113,668 | ||||
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* | If we excluded $5.5 million of taxes paid during the current quarter related to the sale of our corporate headquarters facility, then our net cash provided by operating activities would be $28.1 million for the three months ended March 31, 2013. |
6
Electronics For Imaging, Inc.
Revenue by Operating Segment and Geographic Area
(in thousands)
(unaudited)
Three Months Ended March 31, |
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2013 | 2012 | |||||||
Revenue by Operating Segment |
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Industrial Inkjet |
$ | 80,303 | $ | 75,092 | ||||
Productivity Software |
27,729 | 24,069 | ||||||
Fiery |
63,327 | 60,895 | ||||||
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Total |
$ | 171,359 | $ | 160,056 | ||||
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Revenue by Geographic Area |
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Americas |
$ | 93,897 | $ | 82,181 | ||||
EMEA |
50,046 | 55,126 | ||||||
APAC |
27,416 | 22,749 | ||||||
Japan |
7,219 | 6,952 | ||||||
ROW |
20,197 | 15,797 | ||||||
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Total |
$ | 171,359 | $ | 160,056 | ||||
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7
About our Non-GAAP Net Income and Adjustments
Use of Non-GAAP Financial Information
To supplement our condensed consolidated financial results prepared in accordance with GAAP, we use non-GAAP measures of net income and earnings per diluted share that are GAAP net income and GAAP earnings per diluted share adjusted to exclude certain recurring and non-recurring costs, expenses, and gains.
We believe that the presentation of non-GAAP net income and non-GAAP earnings per diluted share provides important supplemental information regarding non-cash expenses and significant recurring and non-recurring items that we believe are important to understanding financial and business trends relating to our financial condition and results of operations. Non-GAAP net income and non-GAAP earnings per diluted share are among the primary indicators used by management as a basis for planning and forecasting future periods and by management and our Board of Directors to determine whether our operating performance has met specified targets and thresholds. Management uses non-GAAP net income and non-GAAP earnings per diluted share when evaluating operating performance because it believes the exclusion of the items described below, for which the amounts and/or timing may vary significantly depending on the Companys activities and other factors, facilitates comparability of the Companys operating performance from period to period. We have chosen to provide this information to investors so they can analyze our operating results in the same way that management does and use this information in their assessment of our business and the valuation of our Company.
Use and Economic Substance of Non-GAAP Financial Measures
We compute non-GAAP net income and non-GAAP earnings per diluted share by adjusting GAAP net income and GAAP earnings per diluted share to remove the impact of recurring amortization of acquisition-related intangibles and stock-based compensation expense, as well as restructuring related and non-recurring charges and gains and the tax effect of these adjustments. Such non-recurring charges and gains include acquisition-related transaction expenses and the costs to integrate such acquisitions into our business, changes in the fair value of contingent consideration, corporate headquarters relocation expenses, and imputed interest expense and depreciation, net of accrued sublease income, related to the sale of our corporate headquarters facility and related land.
These excluded items are described below:
Recurring charges and gains, including:
| Amortization of acquisition-related intangibles. Intangible assets acquired to date are being amortized on a straight-line basis. Post-acquisition non-competition agreements are amortized over their term. |
| Stock-based compensation expense recognized in accordance with ASC 718, Stock-based Compensation. |
Non-recurring charges and gains, including:
| Restructuring and other consists of: |
| Restructuring charges incurred as we consolidate the number and size of our facilities and, as a result, reduce the size of our workforce. |
| Acquisition-related executive deferred compensation costs, which are dependent on the continuing employment of a former shareholder of an acquired company, are being amortized on a straight-line basis. |
| Expenses incurred to integrate businesses acquired during the periods reported and anticipated acquisitions. |
Certain G&A and OI&E expenses, including:
| Acquisition-related transaction costs associated with businesses acquired during the periods reported and anticipated transactions. |
| Changes in fair value of contingent consideration. Our management determined that we should analyze the total return provided by the investment when evaluating operating results of an acquired entity. The total return consists of operating profit generated from the acquired entity |
8
compared to the purchase price paid, including the final amounts paid for contingent consideration without considering any post-acquisition adjustments related to changes in the fair value of the contingent consideration. Because management believes the final purchase price paid for the acquisition reflects the accounting value assigned to both contingent consideration and to the intangible assets, we exclude the GAAP impact of any adjustments to the fair value of acquisition-related contingent consideration from the operating results of an acquisition in subsequent periods. We believe this approach is useful in understanding the long-term return provided by our acquisitions and that investors benefit from a supplemental non-GAAP financial measure that excludes the impact of this adjustment. |
| Imputed net expenses related to sale of building and land. On November 1, 2012, we sold our 294,000 square foot building located at 303 Velocity Way in Foster City, California, which serves as our current corporate headquarters, along with approximately four acres of land and certain other assets related to the property, to Gilead Sciences, Inc. for $179.7 million. We will continue to use the facility for up to one year from the date of the sale of the property, for which rent is not required to be paid. This constitutes a form of continuing involvement that prevents gain recognition. Until we vacate the building, the proceeds from the sale will be recognized as deferred proceeds from property transaction on our Condensed Consolidated Balance Sheet, which is currently $181.1 million, including imputed interest costs. Imputed sublease income of $0.7 million and imputed depreciation of $0.4 million are included in General and Administrative expenses. Imputed interest expense of $0.9 million is included in Interest and other income (expense), net, as of March 31, 2013. |
| Expenses incurred during the period related to the upcoming relocation of our corporate headquarters facility are included in Interest and other income (expense), net. |
Tax effect of non-GAAP adjustments
| After excluding the items described above, we apply the principles of ASC 740, Income Taxes, to estimate the non-GAAP income tax provision in each jurisdiction in which we operate. |
| To facilitate comparability of our operating performance between 2013 and 2012, we have excluded the following from our non-GAAP net income for the three months ended March 31, 2013: |
| Interest accrued on prior year tax reserves of $0.1 million, |
| Tax charge of $0.3 million resulting from the filing of tax returns by foreign subsidiaries for periods prior to their acquisition by EFI. |
| Tax benefit of $3.4 million from the retroactive renewal of both the 2012 U.S. federal research and development tax credit and certain international tax provisions on January 2, 2013. The tax benefit for these items had been previously recognized in our non-GAAP net income for the year ended December 31, 2012 |
Usefulness of Non-GAAP Financial Information to Investors
These non-GAAP measures are not in accordance with or an alternative to GAAP and may be materially different from other non-GAAP measures, including similarly titled non-GAAP measures, used by other companies. The presentation of this additional information should not be considered in isolation from, as a substitute for, or superior to, net income or earnings per diluted share prepared in accordance with GAAP. Non-GAAP financial measures have limitations as they do not reflect certain items that may have a material impact upon our reported financial results. We expect to continue to incur expenses of a nature similar to the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP net income and non-GAAP earnings per diluted share should not be construed as an inference that these costs are unusual, infrequent, or non-recurring.
9