Top Banner
2001 annual report hard facts on software
74

2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Aug 20, 2020

Download

Documents

dariahiddleston
Welcome message from author
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
Page 1: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

2001 annual report

hard facts on software

Page 2: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

CONTENTS

hard facts on software 1

Mission statement 3

Board of directors - auditors 3

strong answer to a weak demand 5

Message to our shareholders 6

solid understanding of flexible needs 11

Aces high for carta mundi 12

Arc international. transparency and unbreakable faith 14

Wenner media llc. some rolling stones gather no moss 16

The strength of standardization. enfocus certified pdf 18

Independent 20

Industry-leading 20

Global 20

Pre-production software 21

sharp focus on a blurry future 23

financial statements 25

Page 3: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

from left to right:

bart DENOO

GUIDO VAN DER SCHUEREN

peter DENOo

As a “Member of the Graphic Valley”, Artwork Systems is dedicated to its mission as an industry-

leading, global, software pre-production company to service the needs of the label, packaging,

publication, and commercial color printing markets. Artwork Systems will continue to deliver the

“best of all worlds” on all levels, functionality, productivity, profitability, and growth, for our

customers, partners, and shareholders.

board of directors

Guido Van der Schueren – Founding Partner – Chairman of the Board

Peter Denoo – Founding Partner – President and CEO

Bart Denoo – Founding Partner – Chief Software Architect

Marc Ecker – for the account of BBZ NV

Ratio Plus NV – represented by Hubert Ooghe

auditors

Ernst & Young Bedrijfsrevisoren

Represented by Patrick Rottiers

mission statement

3Artwork Systems Group

Annual Report 2001

000 Hard facts on software

Mission statement

Page 4: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the
Page 5: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

001 annual report 2001

strong answer to a weak demand

Page 6: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

6 Artwork Systems Group

Annual Report 2001

001

Last year we compared Artwork Systems’ economic situation with

the weather conditions on a tropical island, where the weather is

always bright and sunny. The only imaginable disruption of the pre-

vailing harmony comes from sudden, unexpected tropical storms.

Sometimes you can see them coming, but even then you never really

master such situations. So, being conscious thereof, you thoroughly

prepare. Substantial, solid foundations are conditions sine qua non

for weathering such abrupt storms. Alertness and flexibility are

added trumps. Fiscal 2001 was a year of challenges, but also a year

of record-breaking accomplishments for Artwork Systems, three of

which are particularly noteworthy:

• Artwork Systems generated revenues of more than 47 mio

Euro in fiscal 2001, a 27% increase over fiscal 2000. We shipped

a total of 1115 ArtPro licenses and installed Nexus work-flow

solutions for 318 customers.

• Artwork Systems continued to command the number 1 position

in the market for professional software solutions and dramati-

cally expanded its products solution business.

• Artwork Systems also substantially broadened its solutions

portfolio with scalable, reliable, high-performance products that

accelerated our expansion into the graphic arts market.

After the huge order intake at Drupa in Düsseldorf, Germany and

Graph Expo in Chicago, USA, expectations for fiscal year 2001 were

excessive. If we didn’t completely live up to them, Artwork Systems

continued to show robust revenue streams. Despite a tough economic

environment and business slowdown that also affected the graphic

industry, Artwork Systems further strengthened its position as an in-

dependent, industry-leading, global software pre-production company.

Due to several factors, most notably the disastrous events of

September 11th, the economic growth that North America had

shown for the past few years has ground to a halt. Soon it became

evident that the whole world was being affected. Nonetheless, we

managed to increase our market share in the US. Artwork Systems

also showed considerable increases in revenue in Europe. Only in

Asia have revenues dropped slightly.

Strong answer to a weak demand

Message to our shareholders

Page 7: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

7Artwork Systems Group

Annual Report 2001

Given the tough current economic environment, we are being prudent in the way we manage our

business. Artwork Systems is pleased with its financial results. A continued strong focus on the

company’s market niches, product development, and operational excellence provides the build-

ing blocks for our solid performance. We believe that the company is in the right place at the right

time. Artwork Systems has ensured its position in the market by offering strong and innovative

products and attracting continued investment from our customers. Our image and visibility

remains good, and the company continues to invest aggressively in new product development.

Our momentum in topping new markets continues to grow.

Artwork Systems’ flexible organization and its ability to quickly respond to market changes was

proven when the company reduced costs the moment that portents of a slowdown in the US

market became visible. Nonetheless, we continue to invest in new R&D talent. Recently we

expanded our R&D division by 50% and we intend to keep on hiring graphic arts professionals

as well as developers. Proof that we believe more than ever in the future, particularly in

Artwork Systems’ future.

Over the past year we have proven the validity of our strategy of focusing on our market niches.

Moreover, confidence in the Enfocus operation - stepping beyond our traditional market to

become an important player in the e-paper market - was rewarded: the importance of PDF in

both the graphic arts industry as well as the e-paper business increased when compared with

last year.

Page 8: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

8 Artwork Systems Group

Annual Report 2001

We maintained our strategic focus on:

• becoming the undisputed leader in professional pre-press software for labels and packaging

• extending our leadership in new markets including publishing and commercial color

• continuing to strengthen our organization in development, marketing, sales, training and cus-

tomer support

• expanding our presence in the United States, in Europe and in emerging markets where there

are great opportunities

• being one of the most admired companies in our industry

• enhancing the value of our stock by managing costs and risks and by continuing to increase

earnings and shareholder returns.

These objectives reflect our ambition to continue serving as a key driver of the graphic arts industry.

We want to thank our 170 employees around the world for their commitment, enthusiasm, intelli-

gence and creativity in fiscal 2001. And, as always, we thank our shareholders, our customers and

our partners. While times are now more trying, especially following the events of September 11th,

we welcome the opportunity to prove that we can manage effectively in both good times and bad.

We look forward to presenting our progress to you again next year.

Sincerely,

Guido Van der Schueren, Peter Denoo & Bart Denoo

001 Strong answer to a weak demand

Message to our shareholders

Page 9: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

9Artwork Systems Group

Annual Report 2001

001 Strong answer to a weak demand

A global company

total artwork systems

research & development 25

sales & marketing 46

support 48

general & administrative 24

total staff 143

total enfocus

research & development 6

sales & marketing 16

support 3

general & administrative 2

total staff 27

total group

research & development 31

sales & marketing 62

support 51

general & administrative 26

total staff 170

France

business unit9 staff

UK

business unit & development17 staff

Belgium

head office AWSbusiness unit & development46 staff

ENFOCUSbusiness unit & development18 staff

Singapore

international support2 staff

Germany

business unit19 staff

US

business unit & development40 staff

Brazil

international support2 staff

Australia

international support2 staff

US ENFOCUSbusiness unit & development

9 staff

Ireland

development6 staff

Page 10: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the
Page 11: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

002 annual report 2001

solid understanding of flexible needs

Page 12: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

In the following pages we will reveal the truth behind the headlines. From beginning to end, the

Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives

the reader a seldom-seen look inside the operation of a highly flexible, strongly focused organization.

The following are client cases attesting to that fact.

Carta Mundi, located in Turnhout, Belgium is a major player in the world of cards.

This market is driven by globalization and specialization, two forces that Carta

Mundi has successfully harnessed. They’re the second biggest on the market.

Their trumps? Experience, focus, vision and well developed technical support.

Playing cards date back to the 14th century. Every reputable printing shop made it a point of honor

to put its own series on what in those days was mainly a local market.

From the 18th century onwards the playing-cards printing activity centered on Turnhout. The mar-

ket grew, became more international and differentiated. Anticipating these trends and dynamics,

Carta Mundi was founded in 1970. The company makes the business of playing cards its mission.

Besides traditional playing cards, the product spectrum these days also comprises game cards and

collectible cards. The latter kind first encountered a gigantic success with the Magic Cards

(Wizards of the Coast). Until recently Pokémon was immensely popular, but already Harry Potter

collectible cards are vying for the consumers’ undivided attention.

The answer as to how the market in this sector will evolve is twofold: Carta Mundi is still growing

in this sector, but on the whole the market for playing cards is rather stable. On the other hand,

the possibilities for the segment of game cards and collectibles are far from exhausted. The pos-

sibilities for marketing support by means of cards are virtually endless.

12 Artwork Systems Group

Annual Report 2001

No mystery is

involved in making

magical harry potter

collectible cards.

002 Solid understanding of flexible needs

Aces high for Carta Mundi

Page 13: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

13Artwork Systems Group

Annual Report 2001

An average deck of playing cards might look straightforward enough, but the production process

involved in its manufacture is by no means simple. For one, the printing sheet needs to be filled

economically and optimally to capacity. This is where Carta Mundi appeals to Artwork Systems soft-

ware. The step and repeat functionalities that are standard in ArtPro software have been expanded

especially for Carta Mundi.

The result? In function of the application, the pre-press operator can enter the criteria which the

end result needs to meet.

For example: with collectibles a difference is often made between standard cards, special cards

and rare cards. This might mean that different kinds of cards are printed in different print num-

bers. In function of specific parameters, Artwork Systems software creates the ideal printing

sheet. Speed, control, precision and quality were the decisive arguments leading Carta Mundi to

choose this solution.

After printing, the sheets are cut in two directions and collated. For this, Carta Mundi has developed

its very own concept and design for handling peaks in production (marketing campaigns, end of year

promotions) with the utmost flexibility. For the design and print preparation, again the renowned

ArtPro software from Artwork Systems is used. The trumps here are speed and efficiency.

Clearly, Carta Mundi has yet to deal all its cards, and is holding all the aces it

needs to achieve its growth ambitions.

002 Solid understanding of flexible needs

Aces high for Carta Mundi

Page 14: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

14 Artwork Systems Group

Annual Report 2001

001

When the Verrerie Cristallerie d’Arques

was founded in 1825, the works mainly

manufactured demijohns for Bordeaux

winemakers. The next century it remained

little more than a small local glassworks.

Today ARC International is world leader in

all types of glass and crystal tableware,

offering a range of 8,000 items under

seven brand names, destined for different

market segments, in over 100 countries.

The company employs 17,000 people and

with production plants in France, Spain and

the United States manufactures 6,000,000

pieces each day. ARC International is

present on five continents through 27

liaison offices.

All this is due to the vision, industrial dili-

gence and business acumen of one man,

Jacques Durand. When Jacques entered

the family business, the company’s 350

employers still followed the traditional

mouth-blowing craft techniques. In 1930

he went to the USA and visited several

American glassworks, learning about

the latest mass-production techniques.

Jacques proved to be a more than astute

student. He completely automated the

hitherto manual manufacturing process of

glass, all the while preserving the quality

inherent in the ancestral tradition of glass

making. In 1968 he revolutionized the art

of making crystal by producing the first

ever machine-manufactured crystal. Due

to the technical innovations and improved

production processes he implemented,

the company was able to offer these high-

quality products at affordable prices,

which makes it the reference for table-

ware around the world.

Besides a complete mastery of core pro-

duction processes and control of world-

wide commercialization and distribution,

ARC International strives to optimize

every facet of the company’s processes by

keeping them under their wings. That is to

say, all peripheral processes requiring

reactivity to maintain a competitive edge

are kept in-house and are integrated.

From packaging to the graphic chain and

information flow.

Solid understanding of flexible needs

002 Solid understanding of flexible needs

Arc international. Transparency and unbreakable faith

Page 15: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

15Artwork Systems Group

Annual Report 2001

crystalline artwork

It should come as no surprise just how much

printing work is involved in the glass manufac-

turing industry. Not merely the graphics that

some glasses are adorned with, which is a

separate process, but packaging, bar codes,

labels, commercial printing (catalogs, techni-

cal sheets). All this is produced in-house, with

Artwork Systems software. According to Jean-

Pierre Lagouge, Technical Director Graphic

Chain, it was love at first sight. “We were

seduced by the bar code functionality in the

ArtPro application,” he admits. “This was back

in 1993. Soon we discovered that as clients we

were able very easily to approach the devel-

opers at Artwork Systems with suggestions

for specific functionalities. It’s a kind of flexi-

bility and openness not characteristic for a

standard product. It’s this transparency, which

convinced us as much as the perfect integra-

tion of ArtPro in our production flow. Besides

ArtPro, ARC Intl. uses Nexus for reliability of

the workflow. On a technical level it’s the spe-

cific functionalities that count and the fact that

the software corresponds to our needs. But

it’s mainly the 10 years of experience with a

product and the contact with the people we

value most.”

Page 16: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

16 Artwork Systems Group

Annual Report 2001

001

A 21-year-old University dropout named

Jann Wenner started a rock and roll

newspaper in 1967 in the hopes that it

would help him meet Bob Dylan and John

Lennon. He built his fantasy into a media

empire. These days he oversees three

successful magazines: the one that start-

ed it all, Rolling Stone (circulation about

1.2 million) is published in the USA,

Australia, Europe, and Latin America. Then

there’s US Weekly, a joint venture with the

Walt Disney Company (with a circulation

of about 800,000) and Men's Journal, a

guide to macho living (circulation more

than 550,000).

Rolling Stone magazine, which would

become the voice of a generation, was

born three decades ago. The name

derived from a Muddy Waters song. The

editorial concept was unique for its time:

Rolling Stone would cover rock 'n' roll as a

powerful cultural and political force in a

time of widespread social tumult.

One of the critical elements in the maga-

zine’s success was that it dared take risks

and ran stories no one else was willing to

cover. It was the first to break the inside

story of newspaper heiress Patty Hearst's

kidnapping.

By 1977, the publishing company Straight

Arrow Publishers moved to New York, the

main media stage and more fit to the

scale of a man like Wenner’s ambitions. In

1993 the company officially changed its

name to Wenner Media.

All three Wenner Media titles, Rolling

Stone, Men’s Journal and US Weekly

are created at company headquarters

located at 1290 Avenue of the Americas,

an office building in midtown Manhattan’s

Rockefeller Center.

John Dragonetti, Director of Prepress,

explains how Artwork Systems’ software

figures in ensuring that the challenge of

getting the magazines to the news stands

on time is met by his department.

“I was hired in late November 1999 as the

Director of Prepress and charged with

eliminating the company’s film-based pre-

press workflow and implementing a digi-

tal one to facilitate the launch of the for-

mer monthly US Magazine as US Weekly,

Solid understanding of flexible needs

002 Solid understanding of flexible needs

Wenner media llc. Some rolling stones gather no moss

Page 17: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

17Artwork Systems Group

Annual Report 2001

which was scheduled for late February 2000.

With very little time (90 days) I had to purchase

a prepress system, hire and train a staff to use

it, test it against the editorial software systems

and our printing facilities’ prepress systems.

I chose to purchase four seats of Artwork

System’s ArtFlow / ArtPro for a very simple

reason: I knew it worked well and I knew it was

easy to learn. Although it was purchased to

facilitate a weekly production cycle, the pre-

press system I implemented would also be

used for the prepress of the Wenner Media

biweekly and monthly titles. I wanted this sys-

tem to be true desktop publishing, open ended,

expandable. ArtFlow and ArtPro fit this criteria.

With the weekly production of a celebrity-

news magazine in mind, I knew that I also

needed expediency to meet press deadlines

for the three weekly printings (in five different

printing facilities). Again, ArtFlow, with its

superb automation capabilities provided this

critical aspect.

Artwork Systems software was purchased for

its ease of use, high automation capability, and

its seamless interaction with PostScript files.

Significant areas of savings were attainable in

the training aspects for personnel, and the

service contracts required. In short, Artwork

Systems provides a relatively inexpensive high

quality prepress solution.”

Page 18: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

18 Artwork Systems Group

Annual Report 2001

Imagine the creation of any newspaper or

magazine. Next to editorial content – text

and images – provided by journalists and

photographers, space is reserved for

advertisements. It’s the revenue generated

from advertising that keep newspapers and

magazines affordable for their readers. But

did you ever stop to think about how adver-

tisements find their way into the paper?

Different advertising agencies develop the

most creative and effective advertising

campaigns for a diverse clientele. In consul-

tation with customers, media strategies are

laid down. The when and where is decided

concerning which advertisement will appear

in which newspaper or magazine and with

which frequency. Then agreements are made

with those different media,material is pre-

pared and approved by the client and sent

to the medium in question.

Until not very long ago, all of these materi-

als would be produced on film. An assem-

bler then skilfully joined them together with

the newspaper or magazine’s own material.

This was a time-consuming and expensive

operation. Exciting also, up until the very

last moment.

In recent years the digital revolution has

been changing all this. Instead of films, it is

now also possible to send digital files to

publishing houses. This digital material is

assembled with the publisher’s digital con-

tent and – depending on its technical capa-

bilities – immediately exposed as one film

or print-ready plate. This saves time and

money, and is what we call progress.

But is all this so self-evident? Working with

different material providers, each with

their specific working methods, prefer-

ences for graphical solutions, will invari-

ably lead to chaos. While digitization cre-

ates the illusion that everything functions

more smoothly, efficiently and faster, the

reality shows the contrary. Some files are

incomplete, while others come without the

right type fonts. Production coordination in

such a situation becomes a precarious and

extremely difficult occupation. And in the

meantime the clock keeps ticking, and the

presses keep turning.

This is the issue that MEDIBEL+ took upon

itself to resolve. This is the organization

that unites all Belgian companies active in

the world of advertising, such as the media

exchange, advertising agencies, lithogra-

phers, publishers and printers. To that end

002 Solid understanding of flexible needs

The strength of standardization. Enfocus certified pdf

Page 19: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

19Artwork Systems Group

Annual Report 2001

they went in search of a standard that would

help the media to more effectively develop their

workflow, on an administrative as well as a

technical level. After careful study, the choice

was made for Enfocus’ Certified PDF.

PDF has, without any doubt, grown to be

accepted as the file format within the graphics

community. The surplus functionalities that

Certified PDF offers its users are phenomenal.

The software runs around 140 checks on a

created document. Two thirds of those are cor-

rected automatically and on-the-fly. At the

same time the application keeps a history of

the document. Each change (who, what,

where, when) is logged automatically. This

coupling of intelligence and reliability made

Enfocus Software stand head and shoulders

above the benchmark MEDIBEL+ had adopted

prior to deciding to introduce Certified PDF as

the standard.

Does the story end there? On the contrary.

Very recently, Febelgra – an association of

Belgian graphics companies – also started

recommending Certified PDF to its members.

On September 4th, the Dutch public press mag-

azines also decided to introduce Certified PDF

as the general standard for ads supplied to

consumer magazines.HAVE YOU heard the news?

certified pdf rules

Page 20: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

002

As each of these cases show, in these tur-

bulent times there is a distinctive winner:

Artwork Systems. Throughout fiscal year

2001 we consolidated our position as an

independent, industry-leading, global pre-

production software company.

independent

From its start in 1992, Artwork Systems

always took great pride in its independ-

ence. Enfocus also adopted this strategy.

This approach has not, however, held us

back from building solid partnerships with

important market players such as Agfa,

CreoScitex, Heidelberg, Ingram Micro and

Fujitsu, to name but a few. On the con-

trary, it is exactly our independence, our

open mind and our firm dedication to open

system software that allows these part-

ners to integrate our flexible solutions

into their product offerings.

industry-leading

With Nexus and Nexus Webway, Artwork

Systems set the tone for the graphic arts

industry. The warm welcome these flexible

solutions received at Drupa and Graph

Expo in 2000 and, more recently, Label

Expo, proves our pole position in the revo-

lutions taking place within the industry.

Our ambition to stay ahead of the crowd is

stronger than ever before. Fulfilling that

ambition takes vision, knowledge and

insight concerning the direction in which

the market will evolve. The successes of

our niche strategy, as well as our partner-

ship with Enfocus, are proof of our knowl-

edge and skill. To us they are the first

steps on a well-defined path.

global

Artwork Systems is a Belgian company,

listed on Nasdaq Europe. Headquartered

in Gent, it has subsidiaries in the US,

Germany, the UK, France, and Ireland.

Sales and support offices can be found in

Brazil, Singapore and Australia. We

intend to continue our rapid growth

through geographical expansion, through

the realization of our market potential

and existing products, and through the

launch of new product lines in related

markets. That is one way of expressing

our global view on business.

On another level, Nexus Webway enables

our customers worldwide to organize

their pre-production on a global scale

through the Internet. From now on, files

can be prepared on one end of the globe

while being printed at the opposite side

or at three different locations at the

same time. The flexibility gained by our

customers results in cost efficiency and

quality control. It’s our contribution to

the globalized economy.

pre-production software

Since Drupa 2000, the “integrated work-

flow management system” is the talk of

the graphic arts town. Both Nexus and

Nexus Webway — featuring exciting new

technologies and offering high-end editing

tools — set the trend. In doing so we have

redefined the meaning of “automation” in

pre-press, since from now on every aspect

of job processing can be fully automated.

Solid understanding of flexible needs

20 Artwork Systems Group

Annual Report 2001

Page 21: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

21Artwork Systems Group

Annual Report 2001

ArtPro:

Professional pre-press software for labels

and packaging

ArtColor:

ArtPro's image manipulation module

ArtLink:

Database-driven document assembly for

labels, packages, direct mail, etc...

ArtRender:

Create 3D images or movies from 2D artwork

PowerLayout:

A powerfull and flexible Step & Repeat

solution

PowerStepper:

The ultimate Step & Repeat module with

CAD data analysis

PowerOptimizer:

Automatic calculation for the most eco-

nomic Step & Repeat for label applications

PowerLock:

ArtPro's module to apply security screening

to protect packaging against counterfeiting

PowerTrapper:

Fully automatic trapping tool

PowerWarp:

Powerful module for technical deforma-

tions & flexible grid creation

Nexus:

Artwork Systems' professional pre-produc-

tion workflow software

NexusImport:

The Nexus importing mechanism

NexusProcessor:

Content related automatic processing and

automation of operator tasks

NexusEdit:

Sophisticated editing tools to modify or cor-

rect Nexus files straight from the workflow

NexusManager:

Creates and controls workflows

NexusWebway:

Internet communication link between

print buyer and production plant

NexusRIP:

The ripping and screening engine of Nexus

NexusPlatecellPatterning:

Optimizes solid ink transfers for flexo

printing

Nexus Hybrid Screening:

Combines two screens within one image

for flexo printing

Nexus FlexoCal:

Flexo specific imagesetter calibration

Enfocus PitStop Professional:

The number 1 PDF production tool for

Adobe Acrobat

Enfocus PitStop Server:

Automate your PDF workflow!

Enfocus PowerUp PDF:

Easy Editing for PDF documents

Enfocus WebPerfect PDF:

This ingenious plug-in for Adobe Acrobat

makes optimizing PDFs for the Web a snap

Enfocus Certify PDF:

The ultimate tool for expert control over

PDF documents!

Page 22: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the
Page 23: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

003 annual report 2001

sharp focus on a blurry future

Page 24: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

24 Artwork Systems Group

Annual Report 2001

003

In our business, we are used to clichés being used to make an impression. Last year we left our

mark as a major player at the big events in the graphic arts industry, Drupa (Düsseldorf, Germany)

and Graph Expo (Chicago, USA). This year we made this impression indelible, solidified our

position as a leading independent pre-press software company servicing the worldwide needs of

the label, packaging, publication, and commercial color printing market.

So what is next for Artwork Systems? At the time of writing this report, our company has surged

to the top of our industry. Nonetheless, we are clearly in a major downturn for the graphic arts and

this is providing a new source of challenge.

At the heart of a changing industry and in the field of digital workflows in pre-press, Artwork

Systems aims to remain a benchmark for the graphic sector. We will continue to embrace the new

and drive changes forward. We shall emphasize innovation and search constantly for better ways

to serve our customers — ways that create the difference. Because we apply a consistent

management strategy of providing maximum value for our customers and shareholders, in combi-

nation with a focused portfolio of the finest pre-press software products, no matter what the

climate, for Artwork Systems it is always fair weather.

Sharp focus on a blurry future

Page 25: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

2001 annual report

financial statements

Page 26: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

The selected financial data presented below has been extracted and derived from the consolidated financial statements of Artwork systems Group N.V. included

in section 3 of this document.

FY 2001 Euro FY 2000 Euro FY 1999 Euro

Net revenue 47,953,459 37,888,147 28,572,274

Cost of revenues 9,337,196 7,571,989 5,130,401

Gross margin 38,616,263 30,316,158 23,441,873

Operating expenses

Research and development 3,326,541 2,568,931 1,727,515

Sales and marketing 12,687,386 8,780,952 4,892,534

General and administrative 2,639,251 2,551,400 1,956,517

Depreciation 641,072 620,184 467,188

Income from operations (*) 19,322,013 15,794,691 14,398,119

Non-operating expenses 141,658 59,955 604,421

Financial income -260,434 712,194 482,899

Profit before income taxes (*) 18,919,921 16,446,930 14,276,597

Provision for income taxes (*) 6,369,429 5,471,614 4,916,480

Net income (*) 12,550,492 10,975,315 9,360,117

Amortization of goodwill 5,006,282 3,669,188 3,223,632

Net income after goodwill 7,544,211 7,306,127 6,136,485

(*) before amortization of goodwill

FY 2001 Euro FY 2000 Euro FY 1999 Euro

Cash and cash equivalents 4,559,537 3,021,133 6,488,761

Accounts receivable 15,819,290 12,788,893 8,127,009

Goodwill 14,777,033 16,888,069 8,578,136

Total assets 41,649,401 38,056,071 26,452,757

Total current liabilties 11,115,891 11,418,230 6,834,054

Shareholders’ equity 30,533,511 26,637,841 19,618,701

26 Artwork Systems Group

Annual Report 2001

Financial statements ARTWORK SYSTEMS GROUP

1. Selected summary financial data

Income statement

Balance sheet

Page 27: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

The selected financial data presented below represent the result of Enfocus software for the year ended September 30, 2001 as included in the consolidated

financial statements of Artwork systems Group N.V. included in section 3 of this document.

FY 2001 Euro FY 2000 Euro(5 months)

Net revenue 4,906,946 1,528,640

Cost of revenues 555,988 156,967

Gross margin 4,350,958 1,371,673

Operating expenses

Research and development 814,958 270,782

Sales and marketing 2,701,995 1,319,249

General and administrative 485,705 326,753

Depreciation 51,294 23,273

Income (loss) from operations 297,007 -568,384

27Artwork Systems Group

Annual Report 2001

Income statement

Page 28: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

The following discussion and analysis is based on the audited consolidated financial statements of Artwork Systems Group NV and its subsidiaries

("the Company") for the year ended September 30, 2001.

Artwork Systems develops and markets software for pre-press and provides training and support for these products.

Artwork Systems’ most important products are:

• ArtPro, the interactive editing program for high-end pre-press production with dedicated modules to further optimize the program towards specific markets in

packaging, labels, commercial color and publishing.

• Nexus, the workflow management system for automated production, born from the integration of the former workflow products ArtFlow, PageFlow and PackFlow.

• Nexus WebWay, a new product for internet based communication between print-buyers and production sites through standard internet browsers.

The Company generally sells software only, except for the RIPs (Raster Image Processor) which are sometimes sold together with the hardware they run on.

The Company offers its customers an annual maintenance contract, that includes telephone support and minor software updates.

Artwork Systems sells its products directly to end-users in the most important countries and through specialized distributors in the rest of the world. The Company

also sells through OEMs to specific markets. The direct sales area now consists of Belgium, the Netherlands, Germany, Austria, Switzerland, North America,

Canada, the United Kingdom, France, Brazil, Australia and some countries in South-East Asia.

Enfocus Software, a wholly owned subsidiary of Artwork Systems develops software for the PDF market. PDF was developed by Adobe Inc. and continues to evolve

into the standard format in the digital printing and publishing market. The format is also an important standard for the Internet e-paper community. Enfocus

Software publishes the #1 PDF production tools for powerful, rapid and accurate flow of PDF documents in graphic arts, enterprise (electronic paper) and Internet

markets.

Artwork Systems has offices in Gent (Belgium), Freiburg (Germany), Bristol (Pennsylvania, US), Redditch and Cheltenham (UK), Paris (France), Limerick (Ireland)

and San Mateo (California, US). The Company’s headquarters are located in Belgium. Total staff is 170.

28 Artwork Systems Group

Annual Report 2001

ARTWORK SYSTEMS GROUP

Description of business

2. Management’s discussion and analysis of the financial condition and results of operations

Page 29: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

The Company reports its consolidated financial statements in accordance with generally accepted accounting principles in the United States (US GAAP).

The reporting currency is the Euro. For subsidiaries outside the Euro-zone, assets and liabilities are translated at exchange rates in effect at the end of the report-

ing period, and revenues and expenses are translated at the exchange rate during the period. Equity is translated at historic exchange rates. Gains and losses

resulting from these translations are reflected in "other comprehensive income", a component of shareholders’ equity in the balance sheets.

Exchange rates (USD/Euro) applied in the financial statements are as follows (rounded to 4 digits):

Period Income Statement Balance Sheet(average rate) (end of period rate)

FY 2001 0.8895 0.9131

FY 2000 0.9672 0.8832

FY 1999 1.0982 1.0665

Amounts not derived from the consolidated financial statements and included in this "Management’s Discussion and Analysis" are translated at historic exchange

rates.

Key figures for the year, expressed as a percentage of net revenue, compare with last year’s figures as follows:

FY 2001 FY 2000 FY 1999

Cost of Revenues 19.5% 20.0% 18.0%

Gross Margin 80.5% 80.0% 82.0%

Research and Development 6.9% 6.8% 6.0%

Sales and Marketing 26.5% 23.2% 17.1%

General and Administrative 5.5% 6.7% 6.8%

Depreciation and Amortization (*) 1.3% 1.6% 1.6%

Operating Margin (*) 40.3% 41.7% 50.4%

Non-operating expenses 0.3% 0.2% 2.1%

After Tax Margin (*) 26.2% 29.0% 32.8%

(*) before amortization of goodwill

29Artwork Systems Group

Annual Report 2001

Financial reporting considerations

Results of operations

Page 30: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

The following table compares income statement data with last year:% increase

FY 2001 over FY 2000

Revenue 26.6%

Revenue from products 24.6%

Revenue from services 36.3%

Cost of revenues 23.3%

Gross margin 27.4%

Research and development 29.5%

Sales and marketing 44.5%

General and administrative 3.4%

Depreciation and amortization 3.4%

Income from operations (*) 22.3%

Net income after goodwill 3.3%

(*) before amortization of goodwill

Artwork Systems’ net revenues have increased by 26.6% from financial year 2000 to financial year 2001. This increase is mainly related to a strong position

in the competitive environment, the introduction of Nexus and the continuous strong position of Artpro. Revenue from services consist of maintenance con-

tracts and training. As the amount of seats installed increases, the revenue from maintenance contracts grows and provides the Company with a source of

recurring revenue.

Enfocus’ revenue has increased from Euro 1,528,640 at September 30, 2000 (5 months reported) to Euro 4,906,946 for the year ended September 30, 2001.

Enfocus continues to invest in the OEM market and new contracts with dealers.

The percentages of net revenues for each major regional market were as follows:

FY 2001 FY 2000 FY 1999

Europe 42% 45% 41%

Americas 53% 49% 51%

Asia 4% 5% 6%

Rest 1% 1% 1%

30 Artwork Systems Group

Annual Report 2001

Results of operations

Net revenues

Page 31: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

The percentages of net revenues for each sales channel were as folows

FY 2001 FY 2000 FY 1999

Direct Sales 54% 51% 50%

Distributors 42% 44% 45%

O.E.M.s 4% 5% 4%

For software sales, cost of revenues consists of the costs of the software protection keys, printing costs for the user’s manuals and license fees payable to

Pantone and Scitex. For RIP sales, cost of revenues also includes the cost of the computer that runs the RIP software. For services it primarily consists of salaries

and related costs for the product specialists that provide training and telephone support.

The cost of revenues for Enfocus products consists of the costs packaging and royalties. The cost of revenues services consists of salaries and related costs for

the product specialists that provide telephone support.

Research and development expenses consist primarily of compensation and related costs. Sales and marketing expenses consist of salaries, travel, participation

in trade shows and bad debt provision. General and administrative expenses consist of compensation and related expenses, and consulting and professional fees.

The increase in operating expenses is due to the growing emphasis on direct sales in general, the growth of the company and the number of people employed.

As required by US GAAP, operating expenses include a non-cash compensation expense of Euro 52,654 for the Employee Stock Option Plan.

During the year several intra-group dividends have been distributed, resulting in a tax impact of Euro 168,149 affecting the total tax rate on a one time basis.

In the past, procedures have been established to follow-up and collect the outstanding receivables. The company evaluates its accounts receivable periodically

and accounts for provisions for bad debt whenever indications exist that the collection of the receivable is doubtful. This is based on the principle of prudence and

does not necessarily mean that the receivable will not be collected in the future.

31Artwork Systems Group

Annual Report 2001

Net revenues

Cost of revenues

Operating expenses

Tax rate and deferred taxes

Accounts receivable

Page 32: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Goodwill on acquisitions is amortized over 18 months for distribution organizations and over 3 to 5 years for R&D units, in line with software industry practice.

Company Acquired as of Goodwill Amortization period

PCC August 28, 1998 USD 10,347,792 5 years

Competitor in the United States

Enfocus Software April 25, 2000 Euro 13,223,417 5 years

Developer of PDF software technology

The purchase agreement for PCC contains an adjustment mechanism (based on the amount of working capital at the date of the acquisition) as well as an earn-

out mechanism (based on the EBITDA amounts for financial years 1999 and 2000). Goodwill resulting from the acquistion from PCC has increased with USD

2,410,835 at September 30, 1999 and at September 30, 2000 with USD 737,629 as a result of the earn-out mechanism. The additional goodwill is amortized over

the remaining amortization period.

The purchase agreement for Enfocus contains an earn-out mechanism based on the consolidated revenue from both Enfocus Entities. Under this mechanism good-

will resulting from the acquisition could increase with a maximum of Euro 6,000,000 in the third quarter of 2001. The actual earn-out has been determined at Euro

3,075,865. This amount has been added to goodwill in the balance sheet and is amortized over the remaining amortization period starting April 1, 2001.

As of September 30, 2001, the Company had Euro 4,559,537 of cash and cash equivalents. These funds are invested in short-term bank deposits. The Company has

a short term debt from its bank of 2,610,000 Euro.

During the year the Company paid Euro 3,075,865 to the former owners of Enfocus software, Euro 737,629 to the former owners of PCC and Euro 3,237,942 as a

dividend to the shareholders.

Management believes that it will be able to satisfy the Company’s cash requirements for the foreseeable future from cash flow from operations and short term

borrowings.

On March 22, 1999 Artios UK Ltd, ("Artios"), the Company’s former distributor for the United Kingdom, summoned Artwork Systems NV before the Commercial

Court of Gent, claiming a total amount of GBP 547,929 for retroactive discounts and for damages as a result of the termination of the distribution contract. Artwork

Systems had terminated this contract after Artios was acquired by Barco Graphics, a competitor of the Company. Artwork Systems had completely reserved the

receivables on Artios, in the amount of EUR 451,990, as bad debts.

During the third quarter, the Company has settled with Artios and received GBP 100,000. The claims of both parties in this matter have been dropped.

32 Artwork Systems Group

Annual Report 2001

Goodwill

Liquidity and capital resources

Artios

Page 33: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

On January 11, 2000 the Company received a tax claim, amounting to EUR 58.1 million, as a result of an inquiry by the special branch of the Belgian tax authori-

ties ("bijzondere belastingsinspectie" or BBI).

In preparation for the Initial Public Offering (IPO) of the Company’s shares in December 1996, all the operations of the group were merged under the holding

company Artwork Systems Group NV. As part of this restructuring, Artwork Systems Group NV acquired all shares of Artwork Systems NV at net asset value.

The BBI claims that the difference between the market value of Artwork Systems Group NV at the IPO and the price paid for Artwork Systems NV, is taxable as

a benefit in kind ("voordeel van alle aard") to Artwork Systems Group NV.

According to the law firm Allen&Overy (formerly Loeff Claeys Verbeke), who is representing the Company in this matter, and according to the law firm De Bandt,

van Hecke, Lagae & Loesch - Linklaters & Alliance, who has been asked to give a second opinion, this tax claim is contrary to the current application of tax rules

in Belgium. These rules specify that benefits received by a company are taxable only if they are reflected in the accounts of that company or had to be reflected

in the accounts according to Belgian accounting law. Belgian accounting law clearly states that shares have to be recorded at acquisition cost and has been con-

sistently applied in this manner. In addition, following the tax authorities' own commentaries, the concept of "fringe benefit" is not to be applied for corporate

income tax purposes.

The dispute concerns Belgian tax principles. No fraud or tax evasion is involved. Accordingly, the tax authorities levied the lowest tax penalty of 10%.

In accordance with the Belgian tax procedure, Artwork Systems Group filed an objection against the tax claim with the regional director of the tax authorities. On

April 2, 2001 the regional director had not yet taken a decision and the Company considered it appropriate to submit the dispute immediately to the tax court of

Gent. (The new Belgian tax procedure provides that objections concerning tax assessments year 1998 or earlier, where no decision is announced by March 31,

2001, can be submitted to the new tax courts of first instance without further delay.) The Company is seeking the cancellation of the tax claim and compensation

for damages incurred. Pleading is scheduled for February 7, 2002.

While the ultimate outcome of the above-mentioned litigation cannot be ascertained at this time, based on current knowledge of the applicable law and facts, and

taking into consideration the opinion of the Company’s legal counsel, management believes that this lawsuit should not have a material adverse effect on the

Company’s financial statements or its business operations.

On December 6, 2001 the Company acquired all the shares of Dimensional CAD/CAM Systems Inc, dba Dimensional Impressions for USD 2,000,000 in cash plus

an earn-out over the following 2 years based on EBITDA. The company develops and sells packaging design software.

33Artwork Systems Group

Annual Report 2001

Tax claim

Subsequent events

Page 34: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

34 Artwork Systems Group

Annual Report 2001

ARTWORK SYSTEMS GROUP

3. Detailed financial statements

Report of independent auditors

To the Board of Directors and Shareholders

Artwork Systems Group NV consolidated

We have audited the accompanying consolidated balance sheet of Artwork Systems Group NV as of September 30, 2001, 2000 and 1999 and the related con-

solidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended September 30, 2001. These consolidated

financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements

based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a

test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles

used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a

reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Artwork Systems Group NV

at September 30, 2001, 2000 and 1999, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September

30, 2001, in conformity with accounting principles generally accepted in the United States.

Gent, December 7, 2001

Ernst & Young Bedrijfsrevisoren B.C.V. (B 160)

Represented by

Patrick Rottiers

Partner

Page 35: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

30/09/2001 Euro 30/09/2000 Euro 30/09/1999 Euroaudited audited audited

Current assets

Cash and cash equivalents 4,559,537 3,021,133 6,488,761

Accounts receivable 15,819,290 12,788,893 8,127,009

net of allowances for uncollectible accounts

of Euro 2,084,853, Euro 1,672,728 and Euro 1,306,229

at Sept 30, 2001, 2000 and 1999 respectively

Value added taxes 273,618 60,695 0

Other current assets 385,012 340,131 185,960

Inventory 1,045,502 742,958 263,603

Prepaid license costs (note 4) 461,850 513,167 564,483

Deferred tax asset, net (note 9) 3,231,185 2,529,317 1,360,485

Total current assets 25,775,995 19,996,294 16,990,301

Property and equipment, net 1,096,374 1,171,708 884,320

Goodwill, net (note 2) 14,777,033 16,888,069 8,578,136

Total assets 41,649,401 38,056,071 26,452,757

See the accompanying notes to the audited financial statements

35Artwork Systems Group

Annual Report 2001

Assets

Consolidated balance sheets at september 30, 2001, 2000 and 1999

Page 36: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

30/09/2001 Euro 30/09/2000 Euro 30/09/1999 Euroaudited audited audited

Current liabilities

Accounts payable 1,820,585 2,037,092 1,222,228

Note payable to bank (note 6) 2,610,000 3,655,000 0

Accrued payroll and related taxes 1,100,682 632,788 276,689

Accrued license fees 17,340 61,466 98,148

Accrued fees and other expenses 1,865,811 1,506,639 986,288

Value added taxes 0 0 11,328

Income taxes payable 966,873 852,899 71,082

Deferred income 2,570,848 1,883,854 918,527

Deferred tax liability (note 9) 101,319 226,550 208,965

Other amounts payable 62,434 66,439 93,682

Additional purchase price payable 0 495,504 2,947,117

Total current liabilities 11,115,891 11,418,230 6,834,054

Shareholders' equity

Common stock; no par value, 6,868,390 6,865,235 6,861,871

17,041,800, 17,034,950 and 17,026,650 shares

outstanding at Sept 30, 2001, 2000 & 1999 respectively

Additional paid-in capital 548,304 548,062 554,755

Retained earnings, restricted 493,466 371,863 133,375

Retained earnings, unrestricted 23,457,247 18,973,168 14,629,952

Dividend paid out -3,237,942 -2,938,529 -2,724,424

Other comprehensive income 2,417,270 2,883,919 290,252

Unearned compensation expense (note 8) -13,224 -65,878 -127,080

Total shareholders’ equity 30,533,511 26,637,841 19,618,701

Total liabilities and shareholders' equity 41,649,401 38,056,071 26,452,757

See the accompanying notes to the audited financial statements

36 Artwork Systems Group

Annual Report 2001

Liabilities and shareholders’ equity

Consolidated balance sheets at september 30, 2001, 2000 and 1999

Page 37: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

30/09/2001 Euro 30/09/2000 Euro 30/09/1999 Euroaudited audited audited

Net revenue

Products 39,309,652 31,544,205 24,676,605

Services 8,643,807 6,343,942 3,895,669

Total revenues 47,953,459 37,888,147 28,572,274

Cost of revenues

Products 5,517,656 4,518,110 2,956,685

Services 3,819,540 3,053,879 2,173,716

Total cost of revenues 9,337,196 7,571,989 5,130,401

Gross margin 38,616,263 30,316,158 23,441,873

Operating expenses

Research and development 3,326,541 2,568,931 1,727,515

Sales and marketing 12,687,386 8,780,952 4,892,534

General and administrative 2,639,251 2,551,400 1,956,517

Depreciation 641,072 620,184 467,188

Amortization 5,006,282 3,669,188 3,223,632

Total operating expenses 24,300,532 18,190,655 12,267,386

Income from operations 14,315,731 12,125,503 11,174,487

Non-operating expenses 141,658 59,955 604,421

Interest income 116,506 210,568 142,535

Interest Expense 146,939 80,884 485

Net exchange gain/(loss) -230,001 582,510 340,849

Profit before income taxes 13,913,639 12,777,742 11,052,965

Provision for income taxes 6,369,429 5,471,614 4,916,480

Net income 7,544,211 7,306,127 6,136,485

Net income excl goodwill 12,550,492 10,975,315 9,360,117

Basic/diluted earnings per share 0.44 0.43 0.36

Basic/diluted earnings per share, before amortization of goodwill 0.74 0.64 0.55

See the accompanying notes to the audited financial statements

37Artwork Systems Group

Annual Report 2001

Consolidated income statements for the years ended september 30, 2001, 2000 and 1999

Page 38: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

AccumulatedCommon Common Additional other Total

stock stock paid Retained Comprehensive Shareholders’Shares Amount in Capital earnings Income Equity

September 30, 2001 in Euro

Balances, September 30, 2000 17,034,950 6,865,235 482,185 16,406,501 2,883,921 26,637,841

Exercise of employee stock options 6,850 3,154 242 3,396

Employee stockholders plan net 52,654 52,654

Components of comprehensive income

Foreign currency translation -466,651 -466,651

Net income 0 0 0 7,544,211 7,544,211

Total comprehensive income 0 0 0 7,544,211 -466,651 7,077,560

Dividend paid out -3,237,942 -3,237,942

Balances, September 30, 2001 17,041,800 6,868,390 535,080 20,712,770 2,417,270 30,533,511

AccumulatedCommon Common Additional other Total

stock stock paid Retained Comprehensive Shareholders’Shares Amount in Capital earnings Income Equity

September 30, 2000 in Euro

Balances, September 30, 1999 17,027,650 6,861,871 427,675 12,038,903 290,252 19,618,702

Exercise of employee stock options 7,300 3,364 257 3,621

Employee stockholders plan net 54,252 54,252

Components of comprehensive income

Foreign currency translation 2,593,669 2,593,670

Net income 0 0 0 7,306,127 0 7,306,127

Total comprehensive income 0 0 0 7,306,127 2,593,669 9,899,798

Dividend paid out -2,938,529 -2,938,529

Balances, September 30, 2000 17,034,950 6,865,235 482,185 16,406,501 2,883,921 26,637,841

38 Artwork Systems Group

Annual Report 2001

Consolidated statements of shareholders’ equity for the years ended september 30, 2001, 2000 and 1999

2001

2000

Page 39: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Accumulated other Total

Common stock Common stock Additional Retained Comprehensive Shareholders’Shares Amount paid in Capital earnings Income Equity

September 30, 1999 in Euro

Balances, September 30, 1998 17,002,400 6,850,243 246,170 8,626,842 -70,803 15,652,453

Exercise of employee stock options 25,250 11,628 118,507 130,135

Employee stockholders plan net 62,999 62,999

Components of comprehensive income

Foreign currency translation 361,054 361,054

Net income 0 0 0 6,136,485 0 6,136,485

Total comprehensive income 0 0 0 6,136,485 361,054 6,497,540

Dividend paid out -2,724,424 -2,724,424

Balances, September 30, 1999 17,027,650 6,861,871 427,675 12,038,903 290,252 19,618,702

39Artwork Systems Group

Annual Report 2001

1999

Consolidated statements of shareholders’ equity for the years ended september 30, 2001, 2000 and 1999

Page 40: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

30/09/2001 Euro 30/09/2000 Euro 30/09/1999 Euroaudited audited audited

Net Income 7,544,211 7,306,127 6,136,485

Adjustments to reconcile net income to net cash provided by operating activities

Deferred taxes -1,186,817 -919,827 -1,009,708

Depreciation and amortization 5,918,621 4,289,372 3,690,820

(Gain)/Loss on sale of equipment 9,026 15,956 36,799

Provision for losses on accounts receivable 776,850 70,692 402,466

Compensation expense (ESOP) 52,654 54,252 62,999

Changes in operating assets and liabilities

Accounts receivable -4,073,634 -4,393,833 -3,181,898

Prepaid taxes -375,604 227,661 332,463

Prepaid license costs 51,317 51,317 51,317

Value added taxes -206,385 -54,972 113,049

Other current assets -133,546 -245,632 67,115

Inventory -335,406 -408,463 -75,432

Accounts payable -95,918 1,170,245 -586,026

Accrued payroll and related taxes 542,111 228,852 91,745

Accrued license fees -44,126 64,497 75,964

Accrued fees and other expenses 391,566 266,982 497,274

Income taxes payable 392,848 462,648 434,737

Deferred income 666,273 1,127,202 433,858

Other current liabilities 437,621 184,043 14,125

Net cash provided by operating activities 10,331,662 9,497,119 7,588,152

See the accompanying notes to the audited financial statements

40 Artwork Systems Group

Annual Report 2001

Operating activities

Consolidated statements of cash flows for the years ended september 30, 2001, 2000 and 1999

Page 41: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

30/09/2001 Euro 30/09/2000 Euro 30/09/1999 Euroaudited audited audited

Purchases of property and equipment -704,801 -766,241 -603,518

Proceeds from sales of equipment 114,537 31,195 23,076

Investment in PCC -829,263 -3,157,647 666,782

Investment in France 0 -13,881 -1,026,408

Investment in Enfocus -3,075,865 -9,982,034 0

Net cash used in investing activities -4,495,392 -13,888,608 -940,068

Exercise of stock options for cash 3,396 3,619 130,135

Dividend payment -3,237,941 -2,938,529 -2,724,424

Short term debt from bank -1,045,000 3,655,000 0

Translation adjustment 0 0 513,299

Net cash used in & provided by financing activities -4,279,545 720,090 -2,080,990

Effect of exchange rate changes on cash -18,320 203,769 109,995

Net increase (decrease) in cash & cash equivalents 1,538,404 -3,467,628 4,677,089

Cash and cash equivalents at beginning of period 3,021,133 6,488,761 1,811,672

Cash and cash equivalents at end of period 4,559,537 3,021,133 6,488,761

Taxes paid 7,065,598

Intrest paid 146,939

See the accompanying notes to the audited financial statements

41Artwork Systems Group

Annual Report 2001

Financing activities

Investing activities

Page 42: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Artwork Systems Group NV was incorporated on November 20, 1996 as a naamloze vennootschap, or limited liability Company, under the laws of the Kingdom of

Belgium to develop software for pre-press applications in the graphic arts industry. The Company’s shares began trading publicly on NASDAQ Europe (formerly

EASDAQ), December 9, 1996. The Company is 73.62% owned by Stichting Administratiekantoor Artwork Systems (the Foundation), a holding company incorporat-

ed under the laws of the Netherlands on November 21, 1996. The Foundation’s role is exclusively to function as a vehicle for holding shares of the Company and

is not entitled to carry out any other activities.

Artwork Systems Group NV and its consolidated subsidiaries are hereafter referred to as ‘the Company’.

Year ended September 30, 2000

On April 25, 2000, the Company acquired Enfocus Software, a leading software provider in the PDF market, for Euro 10,000,000. The Company accounted for the

acquisition under the purchase method of accounting and, accordingly, the results of the operations of the acquired business have been included in the Company’s

consolidated results since the date of acquisition. The excess of purchase price over the estimated fair value of net liabilities acquired of approximately Euro

10,147,551 has been recorded as goodwill and is being amortized using the straight line method over five years.

The purchase agreement for Enfocus contains an earn-out mechanism based on the consolidated revenue from both Enfocus entities. On May 31, 2001 the earn-out

has been determined at Euro 3,075,865. This amount has been added to goodwill in the balance sheet and is amortized over the remaining amortization period starting

April 1, 2001.

The following unaudited pro forma financial information presents a summary of the consolidated results of operations of the Company as if the acquisition of

Enfocus Software had occurred at the beginning of the year ended September 30, 1999, with pro forma adjustments to give effect to amortization of goodwill,

interest expense on acquisition debt together with related tax effects. This pro forma information is not necessarily indicative of the combined results of operations

which would have actually occurred had the transactions been consummated on that date or which may be obtained in the future.

Years ended Years endedSeptember 30, 2000 September 30, 1999

(unaudited) (unaudited)

Revenue 39,186,736 29,763,712

Net income 5,876,078 3,766,288

Earnings per share 0.34 0.22

42 Artwork Systems Group

Annual Report 2001

ARTWORK SYSTEMS GROUP

Notes to the financial statements

1. Organization & description of business

2. Acquisitions

Page 43: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

43Artwork Systems Group

Annual Report 2001

Year ended September 30, 1999

On May 18, 1999, Artwork Systems Group NV acquired a portion of the net assets of Elcede, a distributor of the Company in France, for Euro 981,206. The Company

accounted for the acquisition under the purchase method of accounting and, accordingly, the results of the operations of the acquired business have been includ-

ed in the Company’s consolidated results since the date of acquisition. The excess of purchase price over the estimated fair value of net liabilities acquired of Euro

1,040,288 has been recorded as goodwill and is being amortized using the straight line method over 18 months. The acquired entity was incorporated in conjunc-

tion with the acquisition and had not engaged in operations until the acquisition.

Year ended September 30, 1998

Effective August 28, 1998 Artwork Systems Group NV acquired Professional Software Technologies Inc.(PST) and PCC International Ltd., operating under the name

Professional Computer Cooperation (PCC) for USD 8 million (Euro 8,761,362) in cash plus an earn-out over the following two years based on EBITDA. PST and

PCC International Ltd. are software developers and system integrators for the packaging and commercial offset pre-press industries. The Company accounted for

the acquisition under the purchase method of accounting and, accordingly, the results of the operations of the acquired business have been included in the

Company’s consolidated results since the date of acquisition. The goodwill resulting from the acquisition in the amount of USD 7,588,351 (Euro 8,310,537) is being

amortized over 5 years. The purchase price also consisted of an earn-out provision, as defined in the agreement.

In accordance with the purchase agreement, the Company has calculated additional purchase price contingent on the result of the years ended September 30,

1999 and 2000 as USD 2,543,100 (Euro 2,785,128) and USD 737,629 (Euro 807,829), respectively. These amounts have been recorded as increases to goodwill.

In addition, the Company recorded adjustments to decrease goodwill by USD 132,265 (Euro 144,853) and USD 389,024 (Euro 426,048) at September 30, 1999 and

2000, respectively, to reflect certain working capital adjustments provisions of the purchase agreement. As of September 30, 2000, the initial purchase price and

earn-out provisions have been recognized as adjustments to goodwill.

Acquisitions

Page 44: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

44 Artwork Systems Group

Annual Report 2001

Goodwill

Goodwill results from the acquisition of PCC, Artwork Systems SA and Enfocus Software can be determined as follows (in Euro):

PCC September 30, 2001 September 30, 2000 September 30, 1999

Goodwill 11,332,594 11,716,250 9,375,703

Amortization -6,527,200 -4,197,907 -1,541,625

Net goodwill 4,805,394 7,518,343 7,834,078

Artwork Systems SA September 30, 2001 September 30, 2000 September 30, 1999

Goodwill 1,040,288 1,040,288 1,026,408

Amortization -1,040,288 -972,485 -282,351

Net goodwill 0 67,803 744,057

Enfocus Software September 30, 2001 September 30, 2000 September 30, 1999

Goodwill 13,223,417 10,147,552 0

Amortization -3,251,776 -845,629 0

Net goodwill 9,971,640 9,301,923 0

Acquisitions

Page 45: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Basis of presentation and principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and

therefore reflect adjustments which are not recorded in the Company’s statutory accounts.

The consolidated financial statements comprise the accounts of Artwork Systems Group NV, Artwork Systems NV, Artwork Systems Inc., Artwork Systems GmbH

& Co KG, Artwork Systems Beteiligungs-GmbH, Artwork Systems Verwaltungs-GmbH, Artwork Systems Ltd., Artwork Systems SA, AWSG Ltd., Enfocus Software

NV and Enfocus Software Inc. Artwork Systems Group NV owns directly or indirectly 100 % of all subsidiaries. All significant intercompany balances and trans-

actions have been eliminated in the consolidation.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Cash and cash

equivalents consist primarily of deposits with banks.

Inventory

Inventory primarily consists of finished goods and is stated at the lower of cost or market on a first-in, first-out basis.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight line method and depreciated over the

estimated useful lives of the assets. The cost of maintenance and repairs is charged against income as incurred. Estimated useful lives for financial reporting

purposes are as follows:

Computer equipment 3 years

Office equipment 3 - 5 years

Furniture 3 - 5 years

Automobiles 5 years

Goodwill

Goodwill represents the excess of the cost of an acquired business over the fair value of identifiable net assets. Goodwill is amortized by the straight line method

over the period of expected future economic benefit, generally 18 months to five years.

45Artwork Systems Group

Annual Report 2001

Notes to the financial statements

3. Significant accounting policies

Page 46: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Impairment

The Company assesses the impairment of long-lived assets, including goodwill, under SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for

Long-Lived Assets to Be Disposed Of" whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The carrying value

of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying

value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined

primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attribut-

able to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax

credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in future years in which those

temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income

in the period that includes the enactment date. A valuation allowance is recorded to reduce the deferred tax asset if it is more likely than not that some portion

of the asset will not be realized. Deferred taxes are not provided for the undistributed earnings of foreign subsidiaries if those earnings have been permanently

reinvested in foreign operations.

Fair value of financial instruments

The Company considers cash and cash equivalents, accounts receivable, accounts payable, certain accrued expenses and short term debt to be financial

instruments as defined by FASB Statement No. 107, Disclosures About Fair Value of Financial Instruments. The carrying values of these assets and liabilities

approximated their fair values as of September 30, 2001, 2000 and 1999, based on the short-term maturities of these instruments.

Foreign currency translation

The reporting currency of the Company is the Euro. The financial statements of foreign subsidiaries with differing functional currencies have been converted into

Euro in accordance with FASB Statement No. 52, Foreign Currency Translation. All balance sheet accounts have been translated using the exchange rates in effect

at the balance sheet date. Equity accounts have been translated at historical rates. Income statement amounts have been translated using the average exchange

rate for the year. The gains and losses resulting from the changes in exchange rates from year to year have been reported in other comprehensive income. Foreign

currency transaction gains and losses are included in net income.

Significant accounting policies

46 Artwork Systems Group

Annual Report 2001

Page 47: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

The component other comprehensive income included in equity consists of the following translation differences (in Euro):

September 30, 2001 September 30, 2000 September 30, 1999

Intercompany 1,771,204 2,199,546 229,611

Third parties 646,066 684,373 60,641

Total 2,417,270 2,883,919 290,252

Abbreviations used for currencies are as follows:

USD for US Dollar

GBP for Pound Sterling

Software development costs

Software development costs are accounted for in accordance with FASB Statement No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or

Otherwise Marketed (FAS 86). Costs incurred in the research and development of new software products are expensed as incurred until technological feasibility

has been established. Costs incurred subsequent to establishment of technological feasibility and prior to general release to customers are capitalized. To date,

the establishment of technological feasibility (as defined by FAS 86) and general release substantially coincide. As a result, the Company has not capitalized any

software development costs, since such costs have not been significant.

Revenue recognition

Revenue is recognized in accordance with the American Institute of Certified Public Accountants Statement of Position 97-2, Software Revenue Recognition, as

amended. Revenue from software sales is recognized upon delivery of the software and the protection key, or, in the case where installation is required, upon

completion of the installation, provided that the fee is fixed and determinable, and that the collection of the receivable is considered probable. Maintenance rev-

enue is recognized on a straight-line basis over the maintenance period. Revenue from training and other services is recognized at the time the actual services

are performed.

In software arrangements that include multiple software products, maintenance and/or other services, the Company allocates the total fee among each element

based on their relative fair values.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions

that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Significant accounting policies

47Artwork Systems Group

Annual Report 2001

Page 48: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Concentration of credit risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents and trade receivables.

The Company maintains cash and cash equivalents with various major financial institutions. The Company limits the amount of credit exposure with any one institution.

The Company’s trade accounts receivables result primarily from its sales of software and hardware to end users, Original Equipment Manufacturers (OEMs) and

independent graphic arts distributors throughout the world. The Company does not require collateral from its customers. The direct sales force offices are located

in Gent (Belgium), Freiburg (Germany), Bristol (Pennsylvania, USA), Redditch (United Kingdom), Paris (France), San Mateo (California, USA). Revenues generated

by independent dealers represent 42% of the Company’s revenue for the year ended September 30, 2001, direct sales 54% and OEMs 4%.

Concentrations of credit risk with respect to end user and OEM trade accounts receivable are limited due to the large number of customers and their dispersion

across many geographic areas. Concentrations of credit risk with respect to independent distributors is mitigated by periodic evaluations of the relative credit

standing of these entities. One major customer, an independent distributor, represents approximately 21% of total net revenue for the year ended September 30,

2001 and approximately 26% of total net revenue for the years ended September 2000 and 1999. The distributor mentioned represents 33%, 35% and 39% of the

total outstanding receivables for the years ended September 30, 2001, 2000 and 1999 respectively.

Earnings per share

Basic and diluted earnings per share is calculated in accordance with FASB Statement No. 128, Earnings per Share. Basic earnings per share excludes dilution

and is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the

potential dilution that could occur if outstanding options were exercised or converted into common stock. The dilutive effect of outstanding options are reflected

in dilutive earnings per share by application of the treasury stock method. The following represents a reconciliation from basic earnings per share to diluted

earnings per share:

Year ended Year ended Year endedSeptember 30, 2001 September 30, 2000 September 30, 1999

Numerator

Net income 7,544,211 7,306,127 6,136,485

Denominator

Weighted average common shares outstanding 17,039,604 17,032,830 17,017,965

Dilutive stock options 0 18,865 31,906

Weighted average common shares outstanding - assuming dilution 17,039,604 17,051,695 17,049,871

Basic earnings per share 0.44 0.43 0.36

Diluted earnings per share 0.44 0.43 0.36

48 Artwork Systems Group

Annual Report 2001

Significant accounting policies

Page 49: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

49Artwork Systems Group

Annual Report 2001

Employee stock options

The Company accounts for stock options granted to employees in accordance with the provisions of Accounting Principles Board Statement No. 25, Accounting for

Stock Issued to Employees (APB 25) because the Company believes the alternative fair value accounting provided for under FASB Statement No. 123, Accounting

for Stock-Based Compensation requires the use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25,

compensation expense is measured when the exercise price of the stock option is less than the market price of the underlying stock at the date of grant. Such

compensation expense is equal to the difference between the exercise price of the stock option and the market price of the underlying stock price on the date of

grant and is recognized over the vesting period of the respective stock option.

Other comprehensive income

Comprehensive income includes net income and "other comprehensive income." Other comprehensive income refers to changes in net assets from transactions

and other events, and circumstances other than transactions with stockholders. These changes are recorded directly as a separate component of Shareholders’

Equity and excluded from net income. The only comprehensive income item for the Company relates to foreign currency translation adjustments pertaining to

those subsidiaries not using the Euro as their functional currency.

Derivative Instruments and Hedging

The Company complies with the Financial Accounting Statements Board Statement No.133, Accounting for Derivative Instruments and Hedging Activities, as

amended. Statement 133, as amended, requires that all derivatives be recognized as either assets or liabilities at fair value. Derivatives that are not hedges must

be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either

be off-set against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognised in other comprehensive income

until the hedged item is recognised in earnings. The ineffective portion of a derivative’s change in fair value will be immediately recognised in earnings. For the

year ended September 30, 2001, 2000, and 1999 the Company did not have any hedging activity.

Recent accounting pronouncements

In June, 2001, the FASB issued Statements of Financial Accounting Standards (SFAS) No. 141, "Business Combinations" and No. 142, "Goodwill and Other

Intangible Assets." Under the new rules, goodwill and indefinite lived intangible assets are no longer amortized but are reviewed annually for impairment.

Separable intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. The amortization provisions of SFAS

No. 142 apply to goodwill and intangible assets acquired after June 30, 2001. With respect to goodwill and intangible assets acquired prior to July 1, 2001, the

Company will apply the new accounting rules beginning September 30, 2002. The Company is currently assessing the financial impact that SFAS No. 141 and No.

142 will have on its Consolidated Financial Statements.

Significant accounting policies

Page 50: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

In March 1997, the Company made a lump sum payment of USD 830,000 (Euro 718,433) to Scitex Corporation Ltd., in connection with a license agreement. This

amount is amortized using the straight-line method over 14 years, the estimated useful life of the license.

Prepaid license cost consists of the following (in Euro):

September 30, 2001 September 30, 2000 September 30, 1999

Prepaid license costs 718,433 718,433 718,433

Accumulated amortization -256,583 -205,266 -153,950

Prepaid license costs, net 461,850 513,167 564,483

Major classes of property and equipment consist of the following (in Euro):

September 30, 2001 September 30, 2000 September 30, 1999

Computer equipment 2,030,430 2,014,045 1,365,281

Office equipment 222,481 208,980 150,289

Furniture 185,026 202,951 207,516

Automobiles 950,987 720,040 388,676

Total property and equipment 3,388,923 3,146,016 2,111,763

Accumulated depreciation -2,292,551 -1,974,309 -1,227,443

Property and equipment, net 1,096,372 1,171,707 884,320

In conjunction with the acquisition of Enfocus Software in April 2000, the Company entered into a three year line of credit for which the total available will decrease

each year. At September 30, 2000, the total available credit line was Euro 10,000,000 with an outstanding balance of Euro 3,655,000 and leaving Euro 6,345,000

available. At September 30, 2001, total available credit line was Euro 6,700,000 with an outstanding balance of Euro 2,610,000 and leaving Euro 4,090,000

available. The interest rates related to the amount outstanding at September 30, 2001 and 2000 were 4.56% and 5.16%. The weighted average interest rates for

the year ended September 30, 2001 and 2000 related to these short term facilities were 5.35% and 5.02%. During the year ended September 30, 2001 and 2000,

the Company incurred and charged to interest expense, Euro 139,253 and Euro 76,026 respectively.

50 Artwork Systems Group

Annual Report 2001

Notes to the financial statements

5. Property and equipment

6. Bank loan

4. Prepaid licence costs

Page 51: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Management services fees and directors’ compensation

Certain commercial, financial and software development services are provided by the companies PowerGraph NV, Ingenieursbureau Peter Denoo BVBA and Bart

Denoo Engineering BVBA which are owned by Directors of the Company, Guido Van der Schueren, Peter Denoo and Bart Denoo, respectively. During the years

ended September 30, 2001, 2000 and 1999, the Company paid these companies a total amount of Euro 672,241, Euro 460,785 and Euro 455,851, respectively. The

amount included in accounts payable to these companies is Euro 74,617, Euro 45,999 and Euro 45,587 at September 30, 2001, 2000 and 1999 respectively.

In December 1996, the Company adopted an employee stock option plan in order to provide long-term incentives and rewards to the Company’s employees. Under

the plan, the Company has issued 161,000 options, each incorporating the right to purchase a share of the Company’s stock at net book value for options grant-

ed before the IPO, and, for options granted after the IPO, at the average closing price of the Company’s shares over the previous 120 days of trading.

In April 1999, the Company adopted a stock option plan for the former owner of Professional Software Technologies. Under the plan the Company has issued

61,788 options, each incorporating the right to purchase a share of the Company’s stock at the value determined at acquisition date.

In connection with the issuance of these options, the Company has recognized compensation expense in the consolidated income statements resulting from the

amortization of unearned compensation for the years ended September 30, 2001, 2000 and 1999 of Euro 52,654, Euro 54,252 and Euro 62,999, respectively.

At September 30, 2001, Euro 13,224 of unearned compensation expense remains unamortized and is recorded as a component of shareholders’ equity.

Stock option transactions for the three years ended September 30, 2001 are summarized below:

2001 2000 1999

Weighted Average Exercise Price Weighted Average Exercise Price Weighted Average Exercise PriceOptions Price Options Price Options Price

Options outstanding beginning of year 151,738 12.02 165,688 11.94 48,150 3.12

Options granted 0 0 0 0 148,788 13.70

Options exercised -6,850 0.50 -7,300 0.50 -25,250 5.22

Options forfeited -2,250 13.19 -6,650 11.03 -6,000 13,19

Options outstanding at end of year 142,638 11.20 151,738 12.02 165,688 11.94

Options exercisable at end of year 135,788 13.05 77,692 13.15 43,096 13,05

51Artwork Systems Group

Annual Report 2001

8. Option plan

Notes to the financial statements

7. Related party transactions

Page 52: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Information related to options outstanding at September 30, 2001 is summarized below:

Stock options Outstanding:

Weighted AverageRemaining Stock

Number Contractual Options Exercise prices of shares Life Exercisable

Euro 0.5 6,850 5.2 0

Euro 7.31 500 6.5 500

Euro 13.19 135,288 6.7 135,288

All options 142,638 6.7 135,788

FASB Statement No. 123, Accounting for Stock Based Compensation (FAS 123) requires the disclosure of pro forma net income and earnings per share informa-

tion computed as if the Company had accounted for its employee stock options under the fair value method set forth in FAS 123. The fair value for these options

was estimated at the date of grant using a Black-Scholes option pricing model assuming no dividends, risk free weighted average interest rate of 4%, volatility

factor of 65%, and a weighted average expected option life of 2.5 and 2.9 years for 1999 and 1998, respectively. There were no stock options granted during the

year ended September 30, 2001 and 2000. The weighted average fair value of stock options granted during the years ended September 30, 1999 and 1998 was

Euro 5.6 and Euro 2.2, respectively.

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting period. Because options vest over

several years and additional grants are expected, the effects of these hypothetical calculations are not likely to be representative of similar future calculations.

The Company’s pro forma information for the years ended September 30 is as follows (in thousands of Euro except for the net income and pro forma per share

information) :

2001 2000 1999

Net income as reported 7,544 7,306 6,136

Pro forma expense -273 -140 -423

Pro forma net income 7,271 7,166 5,713

Basic earnings per share as reported 0.44 0.43 0,36

Pro forma basic earnings per share 0.43 0.42 0,34

Diluted earnings per share as reported 0.44 0.43 0,36

Pro forma diluted earnings per share 0.43 0.42 0,34

52 Artwork Systems Group

Annual Report 2001

Option plan

Page 53: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

The provision for income taxes consists of the following (in Euro):

September 30, 2001 September 30, 2000 September 30, 1999

Current 6,292,021 6,964,925 5,920,995

Deferred 77,408 -1,493,311 -1,004,514

6,369,429 5,471,614 4,916,481

A reconciliation of income taxes computed at the average local statutory rate (35%) to the provision for income taxes is as follows (in Euro):

September 30, 2001 September 30, 2000 September 30, 1999

Income taxes computed at the local statutory rate 4,869,774 4,961,741 4,531,716

Goodwill amortization 1,062,403 189,748 277,805

Translation difference 66,247 17,920 185,495

Revenue recognition according to Sop 97/2 38,470 -51,536 38,486

Expensed prepaid license costs 20,614 20,614 -75,584

Disallowed expenses 0 0 -161,635

Unearned compensation expense 21,151 21,793 25,307

Taxes on intra group dividend 168,149 42,321 99,579

Loss carry forward 271,269 271,269 0

Accrued expenses -159,882 0 0

Other items, net 11,234 -2,256 -4,687

6,369,429 5,471,614 4,916,481

53Artwork Systems Group

Annual Report 2001

Notes to the financial statements

9. Income taxes

Page 54: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

54 Artwork Systems Group

Annual Report 2001

Deferred tax assets and liabilities are comprised of the following (in Euro):

September 30, 2001 September 30, 2000 September 30, 1999

Goodwill amortization 2,026,425 1,484,558 1,086,299

Receivable allowances 620,563 402,202 249,315

Interest expenses 186,041 328,421 0

Loss carry forward 0 271,269 0

Accrued expenses 289,222 0 0

Other items, net 108,933 42,867 24,871

Deferred tax assets 3,231,185 2,529,317 1,360,485

Translation differences -10,669 -76,917 -20,697

Deferred revenue 94,876 56,506 38,486

Expensed prepaid license costs -185,525 -206,139 -226,753

Deferred tax liabilities 101,319 226,550 208,964

Net deferred tax assets 3,129,866 2,302,769 1,151,521

Income Taxes

Page 55: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

55Artwork Systems Group

Annual Report 2001

Pantone license

In 1994, Artwork Systems NV entered into a license agreement with Pantone to use the Pantone Color System. The license fee amounts to 1% of net sales of

products integrating the licensed system with an annual minimum of USD 25,000 (Euro 28,106).

During the years ended September 30, 2001, 2000 and 1999 the Company expensed for this license fee Euro 88,845, Euro 93,272 and Euro 81,234 respectively.

Operating lease obligations

The Company leases its facilities, cars and office equipment under operating lease agreements with varying expiry dates. Future minimum lease payments for

the years ending September 30 are as follows (in Euro):

2002 312,220

2003 169,748

2004 130,511

2005 16,655

2006 3,047

Total 632,181

Rental expense for the years ending September 30 were as follows (in Euro):

1999 258,698

2000 314,330

2001 419,275

Notes to the financial statements

10. Commitments

Page 56: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

56 Artwork Systems Group

Annual Report 2001

The Company is involved in various legal proceedings arising in the normal course of business. Based on its current knowledge and the advice of counsel, the

Company believes that the ultimate resolution of these matters will not have a material effect on the Company’s financial position, results of operations, or cash

flows.

Artios

On March 22, 1999 Artios UK Ltd, ("Artios"), the Company’s former distributor for the United Kingdom, summoned Artwork Systems NV before the Commercial

Court of Gent, claiming a total amount of GBP 547,929 for retroactive discounts and for damages as a result of the termination of the distribution contract. Artwork

Systems had terminated this contract after Artios was acquired by Barco Graphics, a competitor of the Company. Artwork Systems had completely reserved the

receivables on Artios, in the amount of Euro 451,990, as bad debts.

During the year ended September 30, 2001, the Company has settled with Artios and received GBP 100,000. The claims of both parties in this matter have been

dropped.

Notes to the financial statements

11. Contingencies

Page 57: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

57Artwork Systems Group

Annual Report 2001

On January 11, 2000 the Company received a tax claim, amounting to EUR 58.1 million, as a result of an inquiry by the special branch of the Belgian tax authorities

("bijzondere belastingsinspectie" or BBI).

In preparation for the Initial Public Offering (IPO) of the Company’s shares in December 1996, all the operations of the group were merged under the holding

company Artwork Systems Group NV. As part of this restructuring, Artwork Systems Group NV acquired all shares of Artwork Systems NV at net asset value.

The BBI claims that the difference between the market value of Artwork Systems Group NV at the IPO and the price paid for Artwork Systems NV, is taxable as

a benefit in kind ("voordeel van alle aard") to Artwork Systems Group NV.

According to the law firm Allen&Overy (formerly Loeff Claeys Verbeke), who is representing the Company in this matter, and according to the law firm De Bandt,

van Hecke, Lagae & Loesch - Linklaters & Alliance, who has been asked to give a second opinion, this tax claim is contrary to the current application of tax rules

in Belgium. These rules specify that benefits received by a company are taxable only if they are reflected in the accounts of that company or had to be reflected

in the accounts according to Belgian accounting law. Belgian accounting law clearly states that shares have to be recorded at acquisition cost and has been con-

sistently applied in this manner. In addition, following the tax authorities' own commentaries, the concept of "fringe benefit" is not to be applied for corporate

income tax purposes.

The dispute concerns Belgian tax principles. No fraud or tax evasion is involved. Accordingly, the tax authorities levied the lowest tax penalty of 10%.

In accordance with the Belgian tax procedure, Artwork Systems Group filed an objection against the tax claim with the regional director of the tax authorities. On

April 2, 2001 the regional director had not yet taken a decision and the Company considered it appropriate to submit the dispute immediately to the tax court of

Gent. (The new Belgian tax procedure provides that objections concerning tax assessments year 1998 or earlier, where no decision is announced by March 31,

2001, can be submitted to the new tax courts of first instance without further delay.) The Company is seeking the cancellation of the tax claim and compensation

for damages incurred. Pleading is scheduled for February 7, 2002.

While the ultimate outcome of the above-mentioned litigation cannot be ascertained at this time, based on current knowledge of the applicable law and facts, and

taking into consideration the opinion of the Company’s legal counsel, management believes that this lawsuit should not have a material adverse effect on the

Company’s financial statements or its business operations.

12. Tax claim

Notes to the financial statements

Page 58: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

The Company has evaluated FASB Statement No. 131, Disclosures about Segments of an Enterprise and Related Information and has concluded that the Company

operates in one reportable industry segment, the development, marketing, sales and support of pre-press software and related hardware.

The following geographic area data includes net revenues based on customer location, and property and equipment based on physical location.

Net revenue Year Ended Year Ended Year EndedSeptember 30, 2001 September 30, 2000 September 30, 1999

United States 23,531,758 17,734,082 14,272,543

Germany 6,575,882 6,115,318 5,202,137

United Kingdom 2,567,835 3,685,680 1,828,702

France 3,420,835 1,902,413 969,835

Rest of Europe 7,594,300 5,261,240 3,774,149

Rest of world 4,262,849 3,189,414 2,524,908

Total 47,953,459 37,888,147 28,572,274

Property & Equipment, net Year Ended Year Ended Year EndedSeptember 30, 2001 September 30, 2000 September 30, 1999

United States 193,076 368,432 403,383

Belgium 354,476 320,496 226,557

Germany 222,512 169,821 94,509

United Kingdom 206,073 185,995 132,568

France 116,338 126,963 27,303

Ireland 3,898 0 0

Total 1,096,374 1,171,707 884,320

On December 6, 2001 the Company acquired all the shares of Dimensional CAD/CAM Systems Inc, dba Dimensional Impressions for USD 2,000,000 in cash plus

an earn-out over the following 2 years based on EBITDA. The company develops and sells packaging design software.

58 Artwork Systems Group

Annual Report 2001

Notes to the financial statements

13. Operations by industry segment and geographic area

14. Subsequent events

Page 59: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the
Page 60: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Artwork Systems currently employs 170 people: 70 in Belgium, 19 in Germany, 49 in the United States, 17 in the United Kingdom, 9 in France and 6 in Ireland.

2001 2000 1999

Research & Development 31 26 13

Sales & Marketing and Support 113 105 70

Administration 26 27 19

Total 170 158 102

The Company does not own any real estate. All office space is leased with an option to renew at the expiry date.

The Company is involved in various legal proceedings arising in the normal course of business. Based on its current knowledge and the advice of counsel, the

Company believes that the ultimate resolution of these matters will not have a material effect on the Company’s financial position, results of operations, or cash

flows.

On March 22, 1999 Artios UK Ltd, (''Artios''), the Company’s former distributor for the United Kingdom, summoned Artwork Systems NV before the Commercial

Court of Gent, claiming a total amount of GBP 547,929 for retroactive discounts and for damages as a result of the termination of the distribution contract. Artwork

Systems had terminated this contract after Artios was acquired by Barco Graphics, a competitor of the Company. Artwork Systems had completely reserved the

receivables on Artios, in the amount of Euro 451,990, as bad debts.

During the year ended September 30, 2001, the Company has settled with Artios and received GBP 100,000. The claims of both parties in this matter have been dropped.

60 Artwork Systems Group

Annual Report 2001

Annual report ARTWORK SYSTEMS GROUP

1. Employees

Artios

2. Property

3. Legal proceedings

Page 61: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

On January 11, 2000 the Company received a tax claim, amounting to EUR 58.1 million, as a result of an inquiry by the special branch of the Belgian tax authori-

ties ("bijzondere belastingsinspectie" or BBI).

In preparation for the Initial Public Offering (IPO) of the Company’s shares in December 1996, all the operations of the group were merged under the holding

company Artwork Systems Group NV. As part of this restructuring, Artwork Systems Group NV acquired all shares of Artwork Systems NV at net asset value.

The BBI claims that the difference between the market value of Artwork Systems Group NV at the IPO and the price paid for Artwork Systems NV, is taxable as

a benefit in kind ("voordeel van alle aard") to Artwork Systems Group NV.

According to the law firm Allen&Overy (formerly Loeff Claeys Verbeke), who is representing the Company in this matter, and according to the law firm De Bandt,

van Hecke, Lagae & Loesch - Linklaters & Alliance, who has been asked to give a second opinion, this tax claim is contrary to the current application of tax rules

in Belgium. These rules specify that benefits received by a company are taxable only if they are reflected in the accounts of that company or had to be reflected

in the accounts according to Belgian accounting law. Belgian accounting law clearly states that shares have to be recorded at acquisition cost and has been con-

sistently applied in this manner. In addition, following the tax authorities' own commentaries, the concept of "fringe benefit" is not to be applied for corporate

income tax purposes.

The dispute concerns Belgian tax principles. No fraud or tax evasion is involved. Accordingly, the tax authorities levied the lowest tax penalty of 10%.

In accordance with the Belgian tax procedure, Artwork Systems Group filed an objection against the tax claim with the regional director of the tax authorities. On

April 2, 2001 the regional director had not yet taken a decision and the Company considered it appropriate to submit the dispute immediately to the tax court of

Gent. (The new Belgian tax procedure provides that objections concerning tax assessments year 1998 or earlier, where no decision is announced by March 31,

2001, can be submitted to the new tax courts of first instance without further delay.) The Company is seeking the cancellation of the tax claim and compensation

for damages incurred. Pleading is scheduled for February 7, 2002.

While the ultimate outcome of the above-mentioned litigation cannot be ascertained at this time, based on current knowledge of the applicable law and facts, and

taking into consideration the opinion of the Company’s legal counsel, management believes that this lawsuit should not have a material adverse effect on the

Company’s financial statements or its business operations.

61Artwork Systems Group

Annual Report 2001

Tax claim

Page 62: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Purchases of property and equipment amounted to Euro 704,801, Euro 766,241 and Euro 603,518 in the years ended September 30, 2001, 2000 and 1999 respec-

tively.

USD 8,000,000 (Euro 8,761,362) was paid for Professional Computer Corporation International Ltd ("PCCI") and Professional Software Technologies Inc. ("PSTI")

(PCCI and PSTI together named as ''PCC'') as well as the indebtedness on PCC's lines of credit for an amount of USD 1,152,011 (Euro 1,261,648) during Financial

Year 1998.

During Financial Year 1999, the Company acquired a portion of the net assets of Elcede, a distributor of the Company in France, for Euro 981,206.

During financial year 2000, Euro 10,000,000 was paid for the acquisition of Enfocus Software. In conjunction with the acquisition, the Company entered into a three

year line of credit for which the total available will decrease each year. At September 30, 2000, the total available credit line was Euro 10,000,000 with an out-

standing balance of Euro 3,655,000 and leaving Euro 6,345,000 available. At September 30, 2001, total available credit line was Euro 6,700,000 with an outstanding

balance of Euro 2,610,000 and leaving Euro 4,090,000 available. The interest rates related to the amount outstanding at September 30, 2001 and 2000 were 4.56%

and 5.16%. The weighted average interest rates for the year ended September 30, 2001 and 2000 related to these short term facilities were 5.35% and 5.02%.

During the year ended September 30, 2001 and 2000, the Company incurred and charged to interest expense, Euro 139,253 and Euro 76,026 respectively.

Additionally, during financial year 2000 the Company paid an earn-out to the previous owner of PCC of USD 2,543,100 (Euro 2,785,128). A final earn-out of USD

737,629 (Euro 807,829) was paid in financial year 2001.

In financial year 2001, the Company paid an earn-out of Euro 3,075,865 to the former owners of Enfocus Software.

62 Artwork Systems Group

Annual Report 2001

ARTWORK SYSTEMS GROUP

4. Investment Policy

Page 63: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

The Company reports its consolidated financial statements in accordance with generally accepted accounting principles in the United States (US GAAP).

In December 1996, the Company completed an initial public offering, when a total of 16,978,000 shares of the Company ("Shares") were admitted to EASDAQ

under the symbol “AWSG”. The shares are quoted in Euro. The following table sets forth the high and low mid closing price for the fiscal periods indicated.

Period Low High

First quarter 2001 (ended December 31, 2000) 10.15 13.80

Second quarter 2001 (ended March 31, 2001) 9.50 11.95

Third quarter 2001 (ended June 30, 2001) 7.13 10.93

Fourth quarter 2001 (ended September 30, 2001) 6.48 7.48

Period Low High

First quarter 2000 (ended December 31, 1999) 12.90 16.10

Second quarter 2000 (ended March 31, 2000) 12.20 17.80

Third quarter 2000 (ended June 30, 2000) 12.80 15.75

Fourth quarter 2000 (ended September 30, 2000) 12.00 15.25

Period Low High

First quarter 1999 (ended December 31, 1998) 9.97 14.90

Second quarter 1999(ended March 31, 1999) 12.90 18.35

Third quarter 1999 (ended June 30, 1999) 14.44 19.15

Fourth quarter 1999 (ended September 30, 1999) 13.85 15.98

63Artwork Systems Group

Annual Report 2001

ARTWORK SYSTEMS GROUP

5. Information concerning the nature and extent of the trading market

Page 64: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Stichting Administratiekantoor Artwork Systems (hereafter ''the Foundation''), holds an aggregate of 12,546,825 Shares, representing 73.62% of the Company's Shares.

The Company has ensured, by including a provision in its articles of association, that any natural or legal person who acquires or disposes of Shares of the

Company, is obliged to notify the Company in accordance with the provisions of the Belgian Act of March 2, 1989 (on the notification of a substantial interest in

listed companies and the regulation of public take-over bids), of the total number of Shares held by such person following such acquisition or disposal, in all cases

where the proportion of Shares held by such person following the transaction exceeds or falls below the threshold of three percent, and subsequently of five per-

cent of the total share capital and any multiple thereof.

Beside the Foundation, the Company has not received any notification by shareholders owning at least three percent of the Company's total share capital.

The Foundation was incorporated by Guido Van der Schueren, Peter Denoo and Bart Denoo (the ''Founders'') under the laws of the Netherlands on November 21,

1996. The Foundation’s role is exclusively to function as a vehicle for holding Shares of the Company. It is not entitled to carry out any commercial or financial

activities other than relating to the administration of Shares in the Company acquired by it.

The Foundation is controlled and duly represented by its board of directors which is composed of Guido Van der Schueren, Peter Denoo and Bart Denoo. Each of

the directors has been appointed upon incorporation of the Foundation for an undetermined period of time. The decision to resign as a director of the Foundation

and to provide for replacement is taken by each of the existing directors separately. The beneficial holders have no authority as to replacement of the existing

directors or the appointment of additional directors. A change of control over the Foundation through replacement of its directors and, therefore, a change of con-

trol over the Company, is the exclusive authority of the Founders.

64 Artwork Systems Group

Annual Report 2001

ARTWORK SYSTEMS GROUP

6. Control of the Company

Page 65: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

The following table sets forth the dividends paid during the years ended September 30, 2001, 2000 and 1999.

Financial year Per share Total dividend

2001 0.19 3,237,942

2000 0.1725 2,938,528

1999 0.16 2,724,424

For Belgian income tax purposes, the gross amount of all distributions made by the Company to its shareholders (other than the repayment of paid-up capital carried

out in accordance with Belgian Company Law) are generally taxed as dividends. The gross amount paid by the Company to redeem the Shares owned by a share-

holder and the distributions made by the Company to its shareholders as a result of the Company’s complete liquidation, are also taxed as dividends so far as the

payment exceeds the fully paid-up capital of the Company. In principle, however, no Belgian withholding tax is levied on such redemption and liquidation distributions.

In general, a Belgian withholding tax of (currently) 25% is levied on dividends. The 25% rate can be reduced to 15% for dividends from shares ("VVPR shares")

provided (1) that they have been publicly issued after January 1, 1994 or (2) if they have been privately issued after January 1, 1994, that they represent share

capital contributed in cash and that they are, from the date of issue, registered or given in open custody in Belgium to a credit institution, to a stockbroker com-

pany or to a savings bank submitted to the supervision of the CBF in Belgium (Article 269, paragraph 3,b° of the Income Tax Code ("ITC").

For private investors who are tax resident in Belgium and for Belgian legal entities subject to the "rechtspersonenbelasting / impôt des personnes morales", the

Belgian withholding tax constitutes, in general, the final tax in Belgium on their dividend income.

For Belgian resident companies and for companies with their tax residence outside Belgium holding the Shares through a permanent establishment or fixed base

in Belgium, the gross dividend income must be added to their taxable income, which is, in principle, taxed at the income tax rate of (currently) 40.17% (under cer-

tain conditions, reduced rates apply). For this purpose, the gross dividend income includes the actually levied dividend withholding tax. If such a company holds

an equity participation of at least 5% or with an acquisition value of at least BEF 50,000,000 at the time of the dividend distribution, 95% of the gross dividend

received can in principle be deducted from the taxable income ("participation exemption"). The participation exemption also applies, even if the quantitative crite-

ria are not fulfilled, if the corporate investor is identified as a credit institution mentioned in Article 56, §1 of the Belgian Income Tax Code (1992), as an insurance

company mentioned in Article 56, §2, 2°, h of the Belgian Income Tax Code (1992), as a stockbroker company mentioned in Article 47 of the Law of April 6, 1995

or as an investment company as defined in Article 2, §2, 6° of the Belgian Income Tax Code (1992).

65Artwork Systems Group

Annual Report 2001

Dividends paid

Taxation of dividends

ARTWORK SYSTEMS GROUP

7. Dividends

Page 66: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Belgian resident companies and companies with their tax residence outside Belgium holding the Shares through a permanent establishment or a fixed base in

Belgium are, under certain conditions, entitled to credit the dividend withholding tax against their corporate income tax liability and to claim the reimbursement

of the withholding tax that exceeds this liability.

A non-resident shareholder who does not hold the Shares through a permanent establishment or fixed base in Belgium, will not be subject to any Belgian income

tax other than the dividend withholding tax, which constitutes the final Belgian income tax. Belgian tax law provides for certain exemptions from withholding tax

on Belgian source dividends distributed to non-resident investors. No Belgian withholding tax is due on dividends attributed to a non-resident investor identified

as a "non-resident saver" not carrying on a business profit-making activity and exempt from income tax in his country of residence. If no exemption applies, the

Belgian withholding tax may be reduced for non-Belgian investors pursuant to double taxation treaties concluded by Belgium and their State of residence. Under

the Belgium-Germany income tax treaty, the withholding tax rate on dividends can be reduced to 15%.

The Company's auditors are Ernst & Young Bedrijfsrevisoren B.C.V, Moutstraat 54, B-9000 Gent, Belgium, represented by Patrick Rottiers, Partner, who was

appointed for a three year term at the extraordinary General Shareholders' Meeting held on January 28, 2000.

The above financial statements of the Company up to September 30, 2001 have been audited by the statutory auditor of the Company.

66 Artwork Systems Group

Annual Report 2001

Taxation of dividends

8. Auditors

Page 67: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

In accordance with Belgian Company Law and the Articles of Association of the Company, the Company is administered by its Board of Directors, which is grant-

ed the broadest powers. The Board is authorized to take any action not expressly reserved to the shareholders by law or by the Articles of Association.

The members of the Company's Board of Directors are as follows:

Name Age Position

Guido Van der Schueren 49 Chairman of the Board

Peter Denoo (1)(2)* 41 President and CEO

Bart Denoo * 37 Chief Software Architect

Marc Ecker, acting for the account of BBZ NV (1)(2) 43 Director

Ratio Plus, represented by Hubert Ooghe (1)(2)** 54 Director

(1) Member of the Audit Committee.

(2) Member of the Remuneration Committee.

* Peter Denoo and Bart Denoo are brothers.

** Elected on October 17, 2001

Mr. Marc Ecker and Mr. Hubert Ooghe act as Independent Directors, in accordance with the NASDAQ Europe Rule Book. The members of the Board of Directors

can be reached at the Company's address. Mrs. Guido Van der Schueren, Peter Denoo and Bart Denoo have been named as subject of an investigation relating to

the tax claim described in section 3.

Guido Van der Schueren, a co-founder of the Company, has served as a Managing Director of Artwork Systems Group NV and its subsidiaries since their incor-

poration or their acquisition. Mr. Guido Van der Schueren presently is Chairman of the Board. From 1982 to April 1992, Mr. Van der Schueren served in various

positions, including Sales and Marketing Director, with DISC NV (now Barco Graphics NV), a company that develops and markets pre-press systems. From 1974

to 1982, Mr. Van der Schueren was Sales Manager ''Compugraphic'' with Bonte NV, a distributor of graphic arts equipment. Mr. Van der Schueren received degrees

in Graphic Arts, Education and Marketing.

Ir. Peter Denoo, a co-founder of the Company, has served as a Managing Director of Artwork Systems Group NV and its subsidiaries since their incorporation

or their acquisition. Mr Peter Denoo presently is President and CEO. From 1983 to January 1992, Mr. Peter Denoo served in various engineering positions, includ-

ing R&D manager ''Digi'' products, with DISC NV Mr. Peter Denoo received a degree in Electrical Engineering (Burgerlijk Ingenieur Electrotechniek richting

Zwakstroom RUG) and a degree in Computer Science (Licentiaat Informatica RUG) from the State University of Gent.

67Artwork Systems Group

Annual Report 2001

Directors

ARTWORK SYSTEMS GROUP

9. Directors, executive officers and key personnel

Page 68: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Ir. Bart Denoo, a co-founder of the Company, has served as a Managing Director of Artwork Systems Group NV and several subsidiaries since their incorpora-

tion or their acquisition. Mr. Bart Denoo is presently Chief Software Architect. From 1987 to January 1992, Mr. Bart Denoo served in various engineering positions

with DISC NV Mr. Bart Denoo received a degree in Electrical Engineering (Burgerlijk Ingenieur Electrotechniek richting Zwakstroom RUG) and a degree in Computer

Science ("Licentiaat Informatica RUG") from the State University of Gent.

Marc Ecker has served as a director of Artwork Systems Group NV since its incorporation in November 1996. Mr. Ecker's main position outside the Company is

the one of managing director of Capital & Finance NV, a privately held company engaged in corporate finance advisory work and asset management. From 1992

to 1996, Mr. Ecker was a managing director of Lessius NV, a privately held company engaged in corporate finance advisory work and managing a development

capital fund. From 1987 to 1992, Mr. Ecker was a partner of the law firm Loeff Claeys Verbeke. From 1980 to 1987, Mr. Ecker was associate at the law firm Braun

Claeys Evrard Sorel, and from 1983 to 1984 at the New York law firm White & Case. Mr. Ecker obtained degrees in Law, Economics and Philosophy at the Catholic

University of Leuven.

Prof. dr. Hubert Ooghe has served as a director of Artwork Systems Group NV since October 17, 2001. Mr. Ooghe is a professor at the Vlerick Leuven Gent

Management School (Ernst & Young Chair of Growth Management and Gerling-Graydon-IFB Institue of Credit Management) and at the Gent University (Department

of Corporate Finance, Faculty of Economics and Business), Belgium. Mr. Ooghe is the author and co-author of many books and articles and is active as board mem-

ber or Chairman in several organizations and companies. Mr. Ooghe received the degree of Doctor in applied economic sciences of the Gent University in 1972.

Terms of office. The directors' term of office will end immediately after the annual General Shareholders' Meeting of January 2007.

The commercial, financial and software development services of Guido Van der Schueren, Peter Denoo and Bart Denoo are provided through three service com-

panies, i.e. Powergraph NV, Ingenieursbureau Peter Denoo BVBA and Bart Denoo Engineering BVBA respectively. The agreements between the Company and these

service companies provide that they cannot be terminated before December 2001.

68 Artwork Systems Group

Annual Report 2001

Directors

Page 69: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Certain key employees of the Company who are not also directors, are as follows:

at the Belgian headquarters Age Position

Petra Tant 34 Product Manager Labels & Packaging

Patrick Coussement 36 Software Development Engineer

Jan Ruysschaert 43 Associate Director of Sales

Igor Vandromme 30 Product Support Manager

Filip Carrein 37 Product Manager Commercial Color

Dirk Peerlinck 38 Software Development Engineer

Hildegard Verhoeven 32 Chief Financial Officer

Luc Buttiens 55 Associate Director of International Sales

at the German subsidiary

Peter Ganz 52 Managing Director

Christopher Graf 34 Managing Director

at the French subsidiary

Olivier Moeyersoms 37 Managing Director

at the US subsidiary

Dennis Mehta 50 President and CEO

Daniel Lacey 43 Vice President of Sales and Channel Marketing

Mark Samworth 39 Vice President of Technology

Michael Rottenborn 35 Vice President of Customer Service

at the UK subsidiary

David Harris 45 Software Development Engineer

at the Enfocus subsidiary

Peter Camps 46 Chief Executive Officer

Marc Goldchstein 42 VP Strategic Marketing

David van Driessche 29 Director of Software Development and Support

Patrick Van Dam 39 Director of International Sales and Marketing

Catherine McCarthy 34 Area Director, North America

69Artwork Systems Group

Annual Report 2001

Key personnel

Page 70: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Petra Tant joined the Company in April 1993 as Product Specialist and serves as Product Manager Labels & Packaging since August 1997. From 1990 to 1993,

Ms. Tant served as Pre-Press Production Manager for Imprimerie Bultez SA, a print shop specialized in forms, labels and pharmaceutical packaging. From 1989

to 1990, Ms. Tant was Instructor with Barco Graphics NV. Ms. Tant received a degree in Graphic Arts Production Management from the Higher Institute for Graphic

Education of Gent (Graduaat Grafische Bedrijfsleiding HIGRO).

Patrick Coussement has served the Company as Software Development Engineer since May 1993. Before, Mr. Coussement co-founded Computron, a company

that assembles and sells personal computer hard- and software, and served as its Managing Director from 1991 to 1993. From 1989 to 1991, Mr. Coussement

served as R&D Engineer with DISC NV. Mr. Coussement received a degree in Computer Science from the State University of Gent (Licentiaat Informatica RUG).

Jan Ruysschaert joined the Company in August 1994 as Sales Manager Benelux and serves today as Associate Director of Sales and managing director for

Artwork Systems Ltd. From 1991 to 1994, Mr. Ruysschaert was Sales Manager with PPC NV, a pre-press shop. From 1979 to 1991, Mr. Ruysschaert served in various

positions with DISC NV, including Customer Support Coordinator, Sales Manager Add-ons, Area Sales Manager Northern Europe and Product Manager Forms and

Labels. Mr. Ruysschaert received a degree in Graphic Arts.

Igor Vandromme joined the Company in September 1995 as Product Specialist. He served as Product Support Manager North America during 1997 and 1998

and is Product Support Manager since then. Mr. Vandromme received a degree in Graphic Arts Production Management from the Higher Institute for Graphic

Education of Gent (Graduaat Grafische Bedrijfsleiding HIGRO).

Filip Carrein joined the Company in August 1996 as Marketing Researcher and serves as Product Manager Commercial Color since August 1997. From 1995 to

1996, Mr. Carrein was a systems integration consultant with CompuVision NV, a personal computer supplier. From 1993 to 1995, Mr. Carrein served as Technical

Director with Publiwest NV, a publishing and printing company. From 1991 to 1993, Mr. Carrein was Director Europe “Alias Eclipse” with Alias France SA,

the French division of Alias Research Inc, a design and pre-press software developer. From 1987 to 1991, Mr. Carrein served in various positions with Barco

Creative Systems NV (now Barco Graphics NV), including Sales Account Manager Scandinavia and UK, Sales Manager Pacific Rim and Product Manager ''Creator''.

Mr. Carrein obtained a degree in Electronics from the Catholic Academy of Engineering of Oostende (Industrieel Ingenieur Electronica KIH).

Ir. Dirk Peerlinck joined the company in January 1997 as Software Development Engineer. From 1986 to 1997, Mr. Peerlinck served in various engineering

positions with DISC NV, including R&D project manager and software quality assurance manager. Mr. Peerlinck received a degree in Electrical Engineering from

the State University of Gent (Burgerlijk Ingenieur Elektrotechniek richting Zwakstroom RUG).

Hildegard Verhoeven joined the Company in February 1998 as Financial Controller. Since January 2001, Ms. Verhoeven serves as Chief Financial Officer. From

1993 to 1998, Ms. Verhoeven served as an auditor with KPMG Bedrijfsrevisoren, an international accounting firm. Ms. Verhoeven received a degree in Commercial

and Financial Sciences from the St. Aloysius College of Brussel (Licenciaat Handels- en Financiële Wetenschappen EHSAL).

Luc Buttiens has served the Company since June 1998 as International Sales Manager and serves today as Associate Director International Sales. From

1985 to 1998, Mr. Buttiens was Marketing Manager and International Sales Manager at DISC NV. From 1981 to 1985, he worked at Scitex NV Brussel. Before

that, Luc Buttiens had various management positions in the editing and printing industry and was Production Manager at Van Hees/Vlessing NV (VVL/BBDO)

a marketing and communication company. Mr. Buttiens received a degree in Graphic Arts Production Management from the Higher Institute of Graphic

Education of Gent (HIGRO).

70 Artwork Systems Group

Annual Report 2001

Key personnel

Page 71: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Christopher Graf is a managing director for Artwork Systems GmbH & Co. KG. Mr. Graf is in charge of finance & administration, demonstrations, support and

training. Christopher Graf is co-founder of PIC GmbH, which was acquired by the Company in 1998. Before he founded PIC, Mr. Graf was partner and manager at

Easy GmbH, a system integrator specialized in computer graphics and printing.

Peter Ganz is managing director of Artwork Systems GmbH & Co. KG. Mr. Ganz is responsible for Sales and Marketing. Mr. Ganz is co-founder of PIC GmbH.

Before joining PIC, Mr. Ganz was managing director Germany with DISC NV. Mr. Ganz received a degree in Economic Science ( Diplom-Wirtschaftingenieur) at the

HDM, Stuttgart (High School for printing and media).

Olivier Moeyersoms is managing director of Artwork Systems SA. He joined the Company in May 1999. From 1992 till 1999, Mr. Moeyersoms was sales and

marketing responsible of Elcede France, the former distributor of the Company. Before joining Elcede, Mr. Moeyersoms was sales manager for France with Barco

Graphics. Mr. Moeyersoms received a degree in Economic Science from the Université Catholique de Louvain-La-Neuve.

Dennis Mehta is the President and CEO of Artwork Systems Inc. Mr. Mehta is in charge of the US operations of Artwork Systems. Mr. Mehta is the founder of PCC,

which was acquired by Artwork Systems in 1998. Prior to founding PCC in 1980, Mr. Mehta served in various management and engineering positions with Control

Data, NCR and Digital Equipment Company. Mr. Mehta received a Master’s Degree in Electrical Engineering and in Business Administration from Boston University.

Daniel Lacey is the Vice President of Sales and Channel Marketing of Artwork Systems Inc. Mr. Lacey was regional sales manager with Gerber Systems, a manu-

facturer of platesetters. Before, Mr. Lacey was employed by DuPont Printing and Publishing, in roles ranging from dealer distribution to sales and product man-

agement. Mr. Lacey has a Bachelor’s Degree from the University of Delaware.

Mark Samworth is Vice President of Technology of Artwork Systems Inc. Before Artwork Systems, Mr. Samworth was with DuPont in flexographic plates and elec-

tronic imaging. Mr. Samworth holds several patents in the area of digital imaging technology. He received a Bachelor’s Degree in Printing Science from Rochester

Institute of Technology and a Master’s in Business Administration from the University of Delaware.

Michael Rottenborn is Vice President of Customer Service for Artwork Systems Inc. Before, he has served as a Vice President of Product Marketing, where

he was responsible for the introduction of PCC's commercial offset products. From 1989 to 1996, Mr. Rottenborn was employed by DuPont Printing and Publishing

in various roles including electronic design, software development, technical marketing, and product management for the Crosfield product line. Prior to 1989 Mr.

Rottenborn was with IBM Corporation and Litton Industries. Mr. Rottenborn holds a Master's Degree in Computer Science from Villanova University and a Bachelor

of Science degree in Electrical Engineering from Virginia Polytechnic Institute and State University.

David Harris serves the Company as Software Development Engineer, having previously worked on the PackFlow products for PCC. Mr. Harris has over 21 years

experience in software development in the graphic arts: he worked for Linotype in the early 1980’s and was a key member of the development team at Chelgraph.

Ir. Peter Camps, co-founder of Enfocus Software, has served as Chief Executive Officer of the company since 1993 (then called FirstClass NV). Mr. Camps has

over 15 years of experience in the international graphic arts business. From 1984 to 1990, he served in various positions, including Operations Manager and Vice

President Operations for Disc NV (Now Barco Graphics NV), a company that develops and markets pre-press systems. From 1990 to 1992, Mr. Camps served as

General Manager for Barco Graphics Inc, the North American subsidiary of Barco Graphics in Dayton, Ohio. Peter Camps holds a degree in Electrical Engineering

(Burgerlijk Ingenieur Electrotechniek, richting zwakstroom, optie informatica) from the State University of Gent.

71Artwork Systems Group

Annual Report 2001

Key personnel

Page 72: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Marc Goldchstein joined Enfocus Software in July 1999 as Sales Manager. Since September 1999, he serves as Vice-President Sales and Marketing of the com-

pany. Before joining Enfocus, Mr. Goldchstein held a number of positions in other companies: from 1998 to 1999 he worked as Marketing Director for AES Prodata,

a supplier of Ticketing Systems for Public Transport. From 1994 to 1998, he held various positions, including Business Unit Manager and Director for RAM Mobile

Data. This company is a telecom company that operates a public network for wireless data communications. In 1987, Mr. Goldchstein co-founded SoftCore, a com-

pany specialized in developing and commercializing software for Electronic Document Management. From 1983 to 1987, Mr. Goldchstein worked at Vrije

Universiteit Brussel as academic assistant. Mr. Goldchstein has a degree in Commercial Engineering, obtained at the VUB (Handelsingenieur, Solvay School).

David van Driessche serves Enfocus Software as Director of Software Development & Support. Mr. van Driessche joined Enfocus Software in 1996 and served

as software development engineer. Mr. van Driessche has a degree in science, option computerscience, from the State University of Gent (Licenciaat in de weten-

schappen, natuurkundige richting).

Patrick Van Dam joined Enfocus Software in June 2000 as Sales Account Manager. Since April 2001, he serves as Director International Sales and Marketing.

Mr. Van Dam is the co-founder of Visual Communication Solutions, a multimedia company where he has been acting as General Manager from 1990 till 2000. Prior

to founding Visual Communication Systems, Mr. Van Dam served in various positions with Screen, Aesthedes and Philips. Mr. Van Dam obtained a degree in

Electronics at the Higher Institute Mechelen (Industrieel Ingenieur Electronica – Chip Design).

Catherine McCarthy serves Enfocus as Area Director, North America. Ms. McCarthy joined Enfocus Software in May 1998 as Business Development Manager,

then Director of Sales, North America. Before joining Enfocus Software, Ms. McCarthy worked for Pantone Inc. as the Western Regional Sales Manager where

she was responsible for Channel Marketing and Sales. From 1994 to 1995 she served as Director of Sales and Marketing for Ion, a music CD-ROM company. From

1991 to 1994, Ms. McCarthy worked as a Marketing Programs Manager for Light Source. Ms. McCarthy has a Bachelor of Science degree in marketing from Bentley

College, Waltham, Massachussets.

During Financial Year 2001, the Company accrued an aggregate compensation of Euro 37,184 for its directors. In addition, the managing directors have compa-

ny cars at their disposal. No bonuses, stock options, pension plan or other benefits were granted to the managing directors.

During Financial Year 2001 an aggregate amount of Euro 672,241 was paid to the service companies mentioned above for the commercial, financial and soft-

ware development services of Guido Van der Schueren, Peter Denoo and Bart Denoo.

No related party transactions occurred during financial year 2001.

72 Artwork Systems Group

Annual Report 2001

Key personnel

10. Executive remuneration

11. Certain transactions

Page 73: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

Artwork Systems Group NVStapelplein 70/300B-9000 GentBelgiumTel.: +32 9 265 84 11Fax: +32 9 265 84 [email protected]

Artwork Systems Ltd.The Business CentreEdward Street - Redditch,Worcestershire B97 6HAUnited KingdomTel.: +44 1527-592550Fax: +44 [email protected]

Artwork Systems GmbH & Co. KGBurkheimer Straße 3D-79111 Freiburg GermanyTel.: +49 761 452 98 0Fax: +49 761 452 98 [email protected]

Artwork Systems SAParis Nord II47, Allée des ImpressionnistesBP 50335 VillepinteF-95941 Roissy CDG CedexFranceTel.: +33 148 17 00 90Fax: +33 149 38 09 [email protected]

Artwork Systems Inc.219A Rittenhouse CircleBristol, PA 19007USATel.: +1 215 826 4500Fax: +1 215 826 [email protected]

Enfocus Software NVKleindokkaai 3-5B-9000 GentBelgiumTel.: +32 9 269 16 90Fax: +32 9 269 16 [email protected]

Enfocus Software Inc.3 Water Park DriveSuite 210, San MateoCA 94403USATel.: +1 650 358 1210Fax: +1 650 358 [email protected]

Page 74: 2001 annual report hard facts on software · Annual Report 2001 is the blow-by-blow account of your Artwork Systems team in action. It gives the reader a seldom-seen look inside the

2001 annual report

hard facts on software