Exhibit 99.3
ELECTRONICS FOR IMAGING, INC.
Unaudited pro forma condensed combined financial statements
The information required by Item 9.01, Pro Forma Financial Information, is submitted as follows:
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| | Page |
Introductory Note | | 2 |
Financial Statements: | | |
Unaudited Pro Forma Condensed Combined Balance Sheet at June 30, 2006 | | 3 |
Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2006 (unaudited) | | 4 |
Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2005 (unaudited) | | 5 |
Notes to Unaudited Pro Forma Condensed Combined Financial Statements | | 6 |
Introductory note to the Unaudited Pro Forma Condensed Combined Financial Statements
The following unaudited pro forma condensed combined financial statements are presented to illustrate the effects of the acquisition of Jetrion on the historical financial position and operating results of Electronics For Imaging, Inc. (“EFI”). The unaudited pro forma condensed combined balance sheet gives effect to the acquisition as if it was completed on June 30, 2006. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2006 and for the year ended December 31, 2005 give effect to the merger as if it was completed on January 1, 2005.
The unaudited pro forma condensed combined financial statements were derived from:
| (a) | EFI’s Statement of Operations for the year ended December 31, 2005 (As restated) |
| (b) | EFI’s unaudited Statement of Operations for the six months ended June 30, 2006 (As restated) |
| (c) | EFI’s unaudited Balance Sheet at June 30, 2006 (As restated) |
| (d) | Jetrion’s Statement of Operations for the year ended December 31, 2005 |
| (e) | Jetrion’s unaudited Statement of Operations for the six months ended June 30, 2006 |
| (f) | Jetrion’s unaudited Balance Sheet at June 30, 2006 |
The EFI Statement of Operations for the year ended December 31, 2005 (As restated) and EFI’s unaudited Balance Sheet at June 30, 2006 and the related unaudited Statement of Operations for the six months ended June 30, 2006 was filed contemporaneously with this Current Report on Form 8-K/A in EFI’s Annual Report on Form 10-K for the year ended December 31, 2006.
The Jetrion Statement of Operations for the year ended December 31, 2005 and Jetrion’s unaudited Statement of Financial Position at June 30, 2006 and the related unaudited Statement of Operations for the six months ended June 30, 2006 are filed elsewhere in this Current Report on Form 8-K/A, as an exhibit.
The unaudited pro forma condensed combined financial statements presented in this exhibit are not necessarily indicative of EFI’s financial position or results of operations if the merger had been completed as of the dates indicated. Additionally, the unaudited pro forma condensed combined financial statements presented in this exhibit are not necessarily indicative of EFI’s future financial condition or operating results.
The unaudited pro forma condensed combined financial statements presented in this exhibit are based on estimates and assumptions set forth in the notes to these unaudited pro forma condensed combined financial statements. These estimates and assumptions are preliminary and have been made solely for the purpose of developing these unaudited pro forma condensed combined financial statements.
2
Electronics For Imaging, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
June 30, 2006
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(in thousands) | | EFI historical (as Restated) | | | Jetrion historical | | | Pro forma adjustments | | | See Note 3: | | | EFI pro forma | |
Assets | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | |
Cash, cash equivalents | | $ | 241,659 | | | $ | — | | | $ | (41,427 | ) | | (a | ) | | $ | 200,232 | |
Short-term investments | | | 255,807 | | | | | | | | — | | | | | | | 255,807 | |
Accounts receivable, net | | | 92,932 | | | | 3,671 | | | | (123 | ) | | (e | ) | | | 96,480 | |
Inventories | | | 26,576 | | | | 1,685 | | | | 172 | | | (f | ) | | | 28,433 | |
Other current assets | | | 33,161 | | | | 19 | | | | — | | | | | | | 33,180 | |
| | | | | | | | | | | | | | | | | | | |
Total current assets | | | 650,135 | | | | 5,375 | | | | (41,378 | ) | | | | | | 614,132 | |
Property and equipment, net | | | 51,898 | | | | 3,117 | | | | (1,204 | ) | | (h | ) | | | 53,811 | |
Restricted investments | | | 88,580 | | | | | | | | — | | | | | | | 88,580 | |
Goodwill | | | 190,234 | | | | 11,428 | | | | 13,014 | | | (b | ) | | | 214,676 | |
Intangible assets, net | | | 133,846 | | | | 3,874 | | | | (274 | ) | | (c | ) | | | 137,446 | |
Other assets | | | 4,689 | | | | | | | | — | | | | | | | 4,689 | |
| | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 1,119,382 | | | $ | 23,794 | | | $ | (29,842 | ) | | | | | $ | 1,113,334 | |
| | | | | | | | | | | | | | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | 37,180 | | | | 460 | | | | — | | | | | | | 37,640 | |
Accrued and other liabilities | | | 79,160 | | | | 1,863 | | | | 25 | | | (g | ) | | | 81,048 | |
Deferred revenue | | | — | | | | 104 | | | | — | | | | | | | 104 | |
Income taxes payable | | | 6,091 | | | | — | | | | — | | | | | | | 6,091 | |
| | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 122,431 | | | | 2,427 | | | | 25 | | | | | | | 124,883 | |
Deferred tax liability | | | 7,787 | | | | | | | | — | | | | | | | 7,787 | |
Long-term obligations | | | 240,000 | | | | | | | | — | | | | | | | 240,000 | |
| | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 370,218 | | | | 2,427 | | | | 25 | | | | | | | 372,670 | |
| | | | | | | | | | | | | | | | | | | |
Stockholders’ and members’ equity: | | | | | | | | | | | — | | | | | | | — | |
Common stock, $0.01 par value; 150,000 shares authorized; 56,249 and 53,828 shares outstanding, respectively | | | 682 | | | | | | | | — | | | | | | | 682 | |
Members equity | | | — | | | | 24,340 | | | | (24,340 | ) | | (d | ) | | | — | |
Additional paid-in capital | | | 547,797 | | | | | | | | — | | | | | | | 547,797 | |
Treasury stock, at cost, 9,964 shares | | | (243,594 | ) | | | | | | | — | | | | | | | (243,594 | ) |
Accumulated other comprehensive income | | | (240 | ) | | | | | | | — | | | | | | | (240 | ) |
Retained earnings (accumulated deficit) | | | 444,519 | | | | (2,973 | ) | | | (5,527 | ) | | (d | ) | | | 436,019 | |
| | | | | | | | | | | | | | | | | | | |
Total stockholders’ equity | | | 749,164 | | | | 21,367 | | | | (29,867 | ) | | | | | | 740,664 | |
| | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 1,119,382 | | | $ | 23,794 | | | $ | (29,842 | ) | | | | | $ | 1,113,334 | |
| | | | | | | | | | | | | | | | | | | |
See accompanying notes to pro forma condensed consolidated financial statements.
3
Electronics For Imaging, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
for the six months ended June 30, 2006
| | | | | | | | | | | | | | | | | | | |
(in thousands, except per share amounts) | | EFI historical (as Restated) | | | Jetrion historical | | | Pro forma adjustments | | | See Note 3: | | | EFI pro forma | |
Revenue | | $ | 272,987 | | | $ | 6,705 | | | $ | — | | | | | | $ | 279,692 | |
Cost of revenue (1) | | | 108,852 | | | | 4,710 | | | | — | | | | | | | 113,562 | |
| | | | | | | | | | | | | | | | | | | |
Gross profit | | | 164,135 | | | | 1,995 | | | | — | | | | | | | 166,130 | |
| | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | |
Research and development (1) | | | 61,908 | | | | 1,223 | | | | (74 | ) | | (j | ) | | | 63,057 | |
Sales and marketing (1) | | | 48,751 | | | | 2,196 | | | | (114 | ) | | (j | ) | | | 50,834 | |
General and administrative (1) | | | 18,560 | | | | | | | | (55 | ) | | (j | ) | | | 18,505 | |
Amortization of identified intangibles | | | 18,054 | | | | | | | | 709 | | | (j | ) | | | 18,763 | |
| | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 147,273 | | | | 3,419 | | | | 466 | | | | | | | 151,158 | |
| | | | | | | | | | | | | | | | | | | |
(Loss) income from operations | | | 16,862 | | | | (1,424 | ) | | | (466 | ) | | | | | | 14,972 | |
| | | | | | | | | | | | | | | | | | | |
Interest and other income, net: | | | | | | | | | | | | | | | | | | | |
Interest and other income (expense), net | | | 10,148 | | | | | | | | (1,029 | ) | | (i | ) | | | 9,119 | |
Interest expense | | | (2,503 | ) | | | (1 | ) | | | — | | | | | | | (2,504 | ) |
Gain on sale of product line | | | 6,995 | | | | | | | | — | | | | | | | 6,995 | |
| | | | | | | | | | | | | | | | | | | |
Total interest and other income, net | | | 14,640 | | | | (1 | ) | | | (1,029 | ) | | | | | | 13,610 | |
| | | | | | | | | | | | | | | | | | | |
(Loss) income before income taxes | | | 31,502 | | | | (1,425 | ) | | | (1,495 | ) | | | | | | 28,581 | |
(Provision for) benefit from income taxes | | | (7,450 | ) | | | — | | | | 604 | | | (k | ) | | | (6,846 | ) |
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Net (loss) income | | $ | 24,052 | | | $ | (1,425 | ) | | $ | (891 | ) | | | | | $ | 21,736 | |
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Net (loss) income per basic common share | | $ | 0.42 | | | | | | | | | | | | | | $ | 0.38 | |
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Shares used in basic per-share calculation | | | 56,644 | | | | | | | | | | | | | | | 56,644 | |
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Net (loss) income per diluted common share | | $ | 0.38 | | | | | | | | | | | | | | $ | 0.34 | |
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Shares used in diluted per-share calculation | | | 67,806 | | | | | | | | | | | | | | | 67,806 | |
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See accompanying notes to pro forma condensed consolidated financial statements.
4
Electronics for Imaging, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
for the year ended December 31, 2005
| | | | | | | | | | | | | | | | | | | |
(in thousands, except per share amounts) | | EFI historical (as Restated) | | | Jetrion historical | | | Pro forma adjustments | | | See Note 3: | | | EFI pro forma | |
Revenue | | $ | 467,117 | | | $ | 10,844 | | | $ | — | | | | | | $ | 477,961 | |
Cost of revenue (1) | | | 178,665 | | | | 8,118 | | | | — | | | | | | | 186,783 | |
| | | | | | | | | | | | | | | | | | | |
Gross profit | | | 288,452 | | | | 2,726 | | | | — | | | | | | | 291,178 | |
| | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | |
Research and development (1) | | | 110,086 | | | | 2,823 | | | | (37 | ) | | (j | ) | | | 112,872 | |
Sales and marketing (1) | | | 82,039 | | | | 4,620 | | | | (57 | ) | | (j | ) | | | 86,602 | |
General and administrative (1) | | | 35,856 | | | | | | | | (28 | ) | | (j | ) | | | 35,828 | |
Restructuring charges | | | 2,685 | | | | | | | | — | | | | | | | 2,685 | |
Amortization of identified intangibles | | | 26,434 | | | | | | | | 1,417 | | | (j | ) | | | 27,851 | |
In-process research & development charge | | | 45,300 | | | | | | | | — | | | | | | | 45,300 | |
| | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 302,400 | | | | 7,443 | | | | 1,296 | | | | | | | 311,138 | |
| | | | | | | | | | | | | | | | | | | |
(Loss) income from operations | | | (13,948 | ) | | | (4,717 | ) | | | (1,296 | ) | | | | | | (19,960 | ) |
| | | | | | | | | | | | | | | | | | | |
Interest and other income, net: | | | | | | | | | | | | | | | | | | | |
Interest and other income (expense), net | | | 14,489 | | | | 8 | | | | (2,059 | ) | | (i | ) | | | 12,438 | |
Interest expense | | | (5,010 | ) | | | | | | | — | | | | | | | (5,010 | ) |
| | | | | | | | | | | | | | | | | | | |
Total interest and other income, net | | | 9,479 | | | | 8 | | | | (2,059 | ) | | | | | | 7,428 | |
| | | | | | | | | | | | | | | | | | | |
(Loss) income before income taxes | | | (4,469 | ) | | | (4,709 | ) | | | (3,355 | ) | | | | | | (12,533 | ) |
(Provision for) benefit from income taxes | | | (711 | ) | | | | | | | 1,356 | | | (k | ) | | | 645 | |
| | | | | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (5,180 | ) | | $ | (4,709 | ) | | $ | (1,998 | ) | | | | | $ | (11,888 | ) |
| | | | | | | | | | | | | | | | | | | |
Net (loss) income per basic common share | | $ | (0.10 | ) | | | | | | | | | | | | | $ | (0.22 | ) |
| | | | | | | | | | | | | | | | | | | |
Shares used in basic per-share calculation | | | 54,425 | | | | | | | | | | | | | | | 54,425 | |
| | | | | | | | | | | | | | | | | | | |
Net (loss) income per diluted common share | | $ | (0.10 | ) | | | | | | | | | | | | | $ | (0.22 | ) |
| | | | | | | | | | | | | | | | | | | |
Shares used in diluted per-share calculation | | | 54,425 | | | | | | | | | | | | | | | 54,425 | |
| | | | | | | | | | | | | | | | | | | |
See accompanying notes to pro forma condensed consolidated financial statements.
5
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
(in thousands, except per share data)
1. | Description of the Transaction and Basis of Presentation |
Description of Transaction
On October 31, 2006, Electronics For Imaging, Inc., a Delaware corporation (“EFI”), and Electronics For Imaging, International, a wholly owned subsidiary of EFI organized under the laws of the Cayman Islands (“EFI International”), completed the previously announced acquisition of Jetrion, LLC, a Michigan limited liability company (“Jetrion”). EFI International acquired all of the equity securities of Jetrion from Flint Group North America Corporation, a Michigan corporation (“Seller”), pursuant to the Amended and Restated Equity Purchase Agreement, dated as of October 31, 2006 (the “Purchase Agreement”) among EFI, EFI International, Jetrion and Seller.
The aggregate purchase price EFI International paid for Jetrion was approximately $40 million in cash, subject to adjustment as set forth in the Purchase Agreement. For additional information see the amended and restated equity purchase agreement dated October 31, 2006 among Electronics For Imaging, Inc.; Electronics For Imaging, International; Jetrion, LLC and Flint Group North America Corporation (incorporated by reference to Exhibit 2.1 of Form 8-K filed by EFI with the Securities and Exchange Commission on November 3, 2006).
The purchase price allocation included in these pro forma financial statements was based on the final valuations of identifiable assets, goodwill, and certain other assets and liabilities. The purchase method of accounting has been used in the preparation of the accompanying unaudited pro forma condensed combined financial statements. Under this method of accounting, the purchase consideration is allocated to the tangible and identifiable assets acquired and liabilities assumed according to their respective fair values, with the excess purchase consideration being recorded as goodwill.
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Purchase price: | | | | | | | | | |
Cash paid to seller | | | | | | | | $ | 40,065 |
Acquisition costs comprised of investment banking fees, legal fees and accounting and administrative fees | | | | | | | | | 1,362 |
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Total purchase price | | | | | | | | $ | 41,427 |
| | | | | | | | | |
Net assets acquired: | | | | | | | | | |
Tangible assets in excess of liabilities assumed | | | | | | | | $ | 4,885 |
In-process research and development | | | | | | | | | 8,500 |
Developed technology | | $ | 1,500 | | (3 year life | ) | | | |
Customer relationships | | | 1,200 | | (3 to 9 year life | ) | | | |
Existing NRE Contracts | | | 600 | | (1 year life | ) | | | |
Trademarks and trade names | | | 300 | | (3 year life | ) | | | |
| | | | | | | | | |
Identifiable intangibles | | | | | | | | | 3,600 |
Goodwill | | | | | | | | | 24,442 |
| | | | | | | | | |
Total purchase price | | | | | | | | $ | 41,427 |
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As required by Financial Accounting Standards Board (“FASB”) Interpretation Number 4, “Applicability of FASB Statement Number 2 to Business Combinations Accounted for by the Purchase Method” (“FIN 4”), the portion of the purchase price allocated to the acquired in-process research and development of $8.5 million has been immediately expensed. An adjustment for the estimated in-process research and development charge incurred by EFI has not been included in the unaudited pro forma condensed combined statements of operation since such adjustment, as it relates to this acquisition, is non-recurring in nature.
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(a) | | Cash paid to seller | | $ | 40,065 | | | | | |
| | Acquisition costs | | | 1,362 | | | | | |
| | | | | | | | | | |
| | | | $ | 41,427 | | | | | |
| | | | | | | | | | |
(b) | | Elimination of historical Jetrion goodwill | | $ | (11,428 | ) | | | | |
| | Recognition of goodwill as a result of the Jetrion purchase | | | 24,442 | | | | | |
| | | | | | | | | | |
| | | | $ | 13,014 | | | | | |
| | | | | | | | | | |
(c) | | Elimination of historical Jetrion identified intangibles | | $ | (3,874 | ) | | | | |
| | | | | | | | | | |
| | Recognition of identified intangibles as a result of the Jetrion purchase: | | | | | | | | |
| | Developed Technology | | $ | 1,500 | | | | | |
| | Trademarks and trade names | | | 300 | | | | | |
| | Customer Relationships | | | 1,200 | | | | | |
| | Existing NRE Contracts | | | 600 | | | | | |
| | In process technology | | | 8,500 | | | | | |
| | | | | | | | | | |
| | Recognition of identified intangibles | | | 12,100 | | | | | |
| | | | | | | | | | |
| | Write off of acquired in-process research and development | | | (8,500 | ) | | | | |
| | | | | | | | | | |
| | | | $ | (274 | ) | | | | |
| | | | | | | | | | |
(d) | | Elimination of Jetrion members’ equity balances at June 30, 2006: | | | | | | | | |
| | Members’ equity | | $ | (24,340 | ) | | | | |
| | | | | | | | | | |
| | Accumulated deficit | | $ | 2,973 | | | | | |
| | Write-off acquired In-Process R&D | | | (8,500 | ) | | | | |
| | | | | | | | | | |
| | | | $ | (5,527 | ) | | | | |
| | | | | | | | | | |
(e) | | To adjust Accounts Receivable to fair value | | $ | (123 | ) | | | | |
| | | | | | | | | | |
| | | | $ | (123 | ) | | | | |
| | | | | | | | | | |
(f) | | To adjust inventory for a step-up in basis to fair value | | $ | 172 | | | | | |
| | | | | | | | | | |
| | | | $ | 172 | | | | | |
| | | | | | | | | | |
(g) | | To adjust liabilities to fair value | | $ | 25 | | | | | |
| | | | | | | | | | |
| | | | $ | 25 | | | | | |
| | | | | | | | | | |
(h) | | To adjust PP&E to fair value | | $ | 1,204 | | | | | |
| | | | | | | | | | |
| | | | $ | 1,204 | | | | | |
| | | | | | | | | | |
| | | |
| | | | | 06/30/06 | | | | 12/31/05 | |
(i) | | To reduce interest income related to reduction in cash balances expended due to the acquisition based on the acutal investment return yields of 5% | | $ | (1,029 | ) | | $ | (2,059 | ) |
| | | | | | | | | | |
| | | | $ | (1,029 | ) | | $ | (2,059 | ) |
| | | | | | | | | | |
7
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(j) | | To eliminate Jetrion’s amortization of acquired identified intangibles: | | | | | | | | |
| | R&D | | $ | (74 | ) | | $ | (37 | ) |
| | G&A | | | (55 | ) | | | (28 | ) |
| | Sales | | | (114 | ) | | | (57 | ) |
| | | | | | | | | | |
| | | | $ | (243 | ) | | $ | (121 | ) |
| | | | | | | | | | |
| | R&D | | $ | 250 | | | $ | 500 | |
| | G&A | | | 50 | | | | 100 | |
| | Sales | | | 409 | | | | 817 | |
| | | | | | | | | | |
| | Recognize amortization of EFI acquired intangibles: | | $ | 709 | | | $ | 1,417 | |
| | | | | | | | | | |
| | Net adjustment to operating expenses | | $ | 466 | | | $ | 931 | |
| | | | | | | | | | |
Summary of amortization expense for intangible assets
| | | | | | | | | | | | | | | | | | | | |
| | Fair Value | | Year 1 | | Year 2 | | Year 3 | | Year 4 | | Year 5 | | Year 6 | | Year 7 | | Year 8 | | Year 9 |
Existing Technology | | 1,500 | | 500 | | 500 | | 500 | | — | | — | | — | | — | | — | | — |
Trade marks and Trade Names | | 300 | | 100 | | 100 | | 100 | | — | | — | | — | | — | | — | | — |
Customer Relationships | | 300 | | 100 | | 100 | | 100 | | — | | — | | — | | — | | — | | — |
Customer Relationships | | 500 | | 71 | | 71 | | 71 | | 71 | | 71 | | 71 | | 71 | | — | | — |
Customer Relationships | | 100 | | 13 | | 13 | | 13 | | 13 | | 13 | | 13 | | 13 | | 13 | | — |
Customer Relationships | | 300 | | 33 | | 33 | | 33 | | 33 | | 33 | | 33 | | 33 | | 33 | | 33 |
Existing NRE Contracts | | 600 | | 600 | | — | | — | | — | | — | | — | | — | | — | | — |
| | | | | | | | | | | | | | | | | | | | |
| | | | 1,417 | | 817 | | 817 | | 117 | | 117 | | 117 | | 117 | | 46 | | 33 |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
(k) | | To record proforma income tax 40.421% based on | | $ | 604 | | $ | 1,356 |
| | | | | | | | |
| | EFI’s effective tax rate for 2005 and 2006 | | $ | 604 | | $ | 1,356 |
| | | | | | | | |
8