f24 konzern geschäftsbericht 2015 · 2017-02-08 · highlights and key figures f24 ag annual...

F24 AG

Annual Report 2015

Contents

F24 AG

Contents

Highlights and Key Figures .................................................................................................................. 1

History ................................................................................................................................................. 2

Letter to the Shareholders ................................................................................................................... 3

Crisis Management in the Context of Global Megatrends ................................................................... 4

Milestones ........................................................................................................................................... 6

Report of the Supervisory Board.......................................................................................................... 7

References .......................................................................................................................................... 8

Dolphin Systems AG: New Member of F24 Group .............................................................................. 9

Consolidated Management Report .................................................................................................... 10

Consolidated Annual Accounts

Consolidated Balance Sheet .............................................................................................................. 16

Profit and Loss Statement ................................................................................................................. 18

Cash Flow Statement ........................................................................................................................ 19

Statement of Changes in Equity ......................................................................................................... 20

Statement of Changes in Fixed Assets ............................................................................................. 21

Notes ................................................................................................................................................. 22

Share Information, Financial Calendar, Credits ................................................................................... 25

Highlights and Key Figures

F24 AG

Annual Report 2015 PAGE 1

Highlights of Corporate Development

Consolidated sales and sales in FACT24 core business rose by 18%, significantly outper-

forming the forecast of 13% to 15%. Sales of the subsidiaries in the UK, France, Spain and

the Czech Republic now account for 39% per cent of total consolidated sales.

Product development expenditure rose by 19% to EUR 1,530,000. Development as a pro-

portion of sales remained stable at 21%.

The EBITDA margin was 15% as forecast; consolidated results significantly rose by 47% to

EUR 493,000.

The Board of Directors and Supervisory Board proposed a dividend of EUR 0.18 per share,

equal to a dividend yield of 2.2% for the year of 2015.

By acquiring Swiss company Dolphin Systems AG in April 2016, F24 strengthened its lead-

ing status in Europe’s notification, alerting and crisis management market and boosted its

position in the field of messaging. In 2015, sales by Dolphin Systems totalled the equivalent

of approx. EUR 6.5m, with an EBITDA margin of approx. 18%.

F24 Group 2015 2014 + / - + / -

Net revenue per cent

Sales kEUR 7,335 6,230 1,105 18%

of which FACT24 kEUR 7,232 6,150 1,082 18%

EBITDA kEUR 1,134 623 511 82%

EBIT kEUR 949 435 514 118%

Consolidated result kEUR 493 336 157 47%

Financial key figures

Cash flow from operations kEUR 1,721 122 1,599 1311%

Cash flow as per DVFA/SG kEUR 678 524 154 29%

Cash and cash equivalents kEUR 3,730 2,042 1,688 83%

Assets

Balance sheet total kEUR 5,864 4,683 1,181 25%

Equity kEUR 2,431 1,967 464 24%

Equity ratio 41% 42%

Share information Earnings per share EUR 0.205 0.14 0.07 47%

Dividend share1 EUR 0.18 0.00 0.18

Market capitalization2 kEUR 20,613 17,254 3,359 19%

Employees Number of employees as

annual average3 36.5 36.8 -0.3 -1%

Personnel expenditure kEUR 3,961 3,535 426 12%

1 As per proposed allocation of profits; 2 As at December 31; 3 Full-time equivalents

History

F24 AG


Sales and EBIT Development since 2009 and Planning for 2016

Expenditure on Product Development as Proportion of Sales

F24 Share Price since 2009

Letter to the Shareholders

F24 AG


Dear Shareholders, Dear Members of the “Old” F24,

Dear New Colleagues at Dolphin Systems AG,

After two years of lower increases in sales, we’re back with our accustomed

high sales growth. We are delighted to report growth of 18 per cent, signifi-

cantly outperforming the forecast range of 13-15 per cent.

Our clients abroad account for a disproportionately high share of this new

growth. After returning the highest number of incoming orders in our compa-

ny’s history for the fourth quarter of 2015, we have now started 2016 from

an excellent position.

We anticipated an EBITDA margin of 15% – and achieved it. Our earnings

per share rose by almost 50%. After a year without dividends, at the Annual

General Meeting we will propose issuing a dividend of € 0.18 per share.

Our shareholders will thus receive a dividend yield of 2.2% for 2015, in addi-

tion to the positive share performance.

The proportion of sales accounted for by development costs remained stable at 21%. Our IT Initiative,

launched in 2014, delivered further new products in 2015, particularly the secure business messenger

app TrustCase, which is available free of charge in app stores. TrustCase will now be successively inte-

grated into our notification, alerting and crisis management products as a mobile communication tool.

The new crisis management module, FACT24 ULTIMATE+, offers an excellent opportunity to watch the

smooth, seamless interplay of the individual components for the future. The responses by customers at

the current series of roadshows are spurring us on and providing fresh impetus.

After our successful organic growth, we embarked on a strategic acquisition which we were able to

complete shortly before publication of this Annual Report. We are delighted to announce that Dolphin

Systems AG, Switzerland’s foremost provider of alerting and messaging solutions, is now part of the

F24 Group. The founders and shareholders of Dolphin Systems will continue to be part of the company,

which is particularly pleasing. This will enable us to continue expanding our growth opportunities and

consolidating the F24 Group’s status and premium character in Europe.

On behalf of my colleagues on the Board of Directors and myself, I would like to thank all members of

staff throughout the Group most warmly for their excellent work. As we are well aware, your dedication

is the cornerstone of our success.

My thanks go to our esteemed shareholders for the confidence and trust you have placed in us. We will

continue to dedicate our passion to increasing the value of our enterprise and exploiting our outstanding

perspectives for the future to the full.

Best regards

Ralf Meister

Chairman of the Board of Directors

Crisis Management in the Context of Global Megatrends

F24 AG


How Megatrends are Linked to Crisis Management

Megatrends are changing our society and the

world we live in. At the same time, they also pre-

sent immense challenges for organizations and

companies. Failure to address these societal

developments and the extensive changes they

involve – including changes to our ways of think-

ing and working – may well be an enormous risk.

Particularly where emergency and crisis man-

agement are concerned, it is essential to pay

heightened attention to these global forces and

be able to start developing appropriate tools and

strategies in a timely fashion, as the only way to

master critical situations rapidly and professional-

ly––both now and in the future.

With respect to crisis management of the future, it is thus important to add close monitoring of mega-

trends – particularly mobility, digitization, and globalization – to the classic tasks which the field

involves.

Continuously growing mobility, flexibility, and acceleration have been observed in our day-to-day lives

since the 19th century. Mobility is expressed in individual and societal values including freedom, inde-

pendence, and self-determination. In our modern world, mobility has become established as an indis-

pensable foundation for our lives and our work, and will continue its inexorable advance. But it has long

come to mean far more than mere physical motion or a simple increase in leisure or business travel. The

desire for mobility is gradually penetrating every aspect of our personal and professional lives. Every-

thing is becoming mobile.

The digitization and interconnection that permeates our daily lives is no less of a major force. The Inter-

net has long become our constant companion at all times and all locations. This trend is not only driven

by the growing (and maturing) numbers of digital natives, but also by the 50-plus generation and by

populations in developing and newly industrializing countries. It is changing our lives and our econo-

mies, but also our methods of working. New services and opportunities are arising thanks to broadband

infrastructure, the availability of an array of different devices, and the advancement of megaprocessors

and cloud computing, in tandem with previously unparalleled levels of competitive dynamics and disrup-

tive business models. This changing market environment is described by terms such as Industry 4.0,

the Internet of Things, Big Data, and connectivity:

„By the end of 2014 the number of mobile-connected devices will exceed the number of

people on earth, and by 2019 there will be nearly 1.5 mobile devices per capita”

(Cisco Visual Networking Index: Global Mobile Data Traffic Forecast Update 2014-2019)

McKinsey & Company estimates the potential economic impact of IoT applications on the

global economy at up to $11.10 trillion in the coming ten years.

(McKinsey & Company: The Internet of Things: Mapping the Value behind the Hype, June, 2015)

Crisis Management in the Context of Global Megatrends

F24 AG


Multi-mobility and digitization have also helped to boost the megatrend of globalization to a new level.

However, the closer connections between global regions as a result of trade and financial relations do

not always bring greater prosperity or open up new markets; they also threaten global risks. Our in-

creasingly complex world has grown together, with the consequence that previously distant dangers on

the peripheries of the Western world are now taking centre stage and will influence the future.

How Crisis Management Will Work in the

Future

The increasing mobility and acceleration of our

working routines, the omnipresence of digitiza-

tion, and the rise in global connectivity and its

accompanying risks all combine to present com-

pletely new requirements, which must be ad-

dressed by crisis management processes in

organizations and companies. In addition to clas-

sic, i.e. functional and process-related require-

ments, these developments or “megatrends” will

particularly dominate the challenges we face in

the future.

How F24 Tackles These Challenges

We are responding to these new developments

and new needs. Reflecting our identity and our

vision of the global economy, we strive to incor-

porate and anticipate all challenges emerging in

the future––from direct client needs to indirectly

relevant megatrends––in our operations such as

product development strategies.

The result of these efforts, and thus the answer to

the future of crisis management, is FACT24

ULTIMATE+

FACT24 ULTIMATE+ combines the functional

requirements imposed on today’s crisis man-

agement tools with high-performance alerting

systems, encrypted real-time collaboration, and

flexible incorporation of external systems with

overarching requirements from societal trends

such as mobility, connectivity. and increased

demand for (data) security.

We will present our new FACT24 ULTIMATE+

module in our core markets of Europe and Cen-

tral America on our international F24 Experience

Tour in April and May.

FACT24 ULTIMATE+ will be available for our

global clients from fall 2016.

Milestones

F24 AG


March

January

…

February

The German Central Bank, the

Bundesbank, awards F24 AG the

outstanding credit status of

“collateral eligibility.”

March

F24 Spain organizes a major

BCM event in Madrid.

October

We pilot the integration of our

FACT24 solution with TrustCase

Messenger, with the help of

prestigious clients from countries

including Mexico, France, and

Germany. The new system pro-

vides clients with end-to-end

encrypted communication, par-

ticularly vital for critical incidents.

November

At the second Hackathon

app@night F24 AG collaborates

with design and computing stu-

dents on developing secure

communication solutions with

TrustCase.

December

TrustCase releases TrustBroker, a

secure digital identity system.

This status enables trusted indi-

viduals to establish corporate

communication on a basis of

confidentiality and legal commit-

ment.

April

FACT24 Software adds a plausi-

bility check function enabling

clients to run drills that test their

alarm scenarios for completeness

and plausibility – thus ensuring

their smooth functioning in emer-

gencies.

May

F24 UK is nominated as “Special-

ist Company of the Year“ in the

CIR Business Continuity Awards

2015 for FACT24.

June

Annual General Meeting on 25

June 2015.

Relocation to new premises with

generous space for future growth.

F24 AG’s new offices in Munich

also house the two startups

Accu:rate (crowd simulation) and

Octimine (data mining, patent

search).

July

Release of the first official version

of TrustCase Secure Business

Messengers on Google Play.

Companies F24, Mayrhofer &

Partner and TrustCase support

eight start-ups from LMU Entre-

preneurship Center by providing

free workspace in Munich’s city

centre.

August

GBC AG publishes a research

update on F24 AG. The analysts

confirm EUR 12.50 as the fair

value of F24’s share and repeat

their investment recommenda-

tion.

September

Major anniversary as F24 cele-

brates 15 years of operation!

Report by the Supervisory Board

F24 AG


Dear Shareholders,

In the 2014 financial year the Supervisory Board continued to complete the tasks assigned to it by the

law and the company's Articles of Association and Rules of Procedure with diligence and care, and

advised and supervised the Board of Directors in its management of the company on an ongoing basis.

Three regular Supervisory Board meetings were held in the 2015 financial year; in addition, verbal infor-

mation was provided by the Board of Directors. All events of significance were examined and company

policy and fundamental issues were discussed. The Supervisory Board advised the company on strate-

gic issues and important events. The Board also received ongoing information on financial and invest-

ment planning. No sub-committees of the Supervisory Board were formed.

In addition to current developments, the Supervisory Board and Board of Directors discussed inorganic

growth by acquisition as a strategic option. Analyses of potential acquisition targets, risks and opportu-

nities were undertaken.

Bernd Winkler from Weiss Walter Fischer-Zernin was appointed as auditor for the 2015 financial year at

the Annual General Meeting of the company on June 25th, 2015. In November 2015 Mr Winkler

informed the company that he would no longer be available as auditor for reasons beyond F24 AG’s

control. The Supervisory Board therefore appointed PKF Industrie und Verkehrstreuhand GmbH,

Munich, as the new auditors. The audit assignment was issued in November 2015.

The 2015 Annual Report of F24 AG was prepared in accordance with the principles of the German

Commercial Code (HGB). The Board of Directors promptly furnished the Supervisory Board with all

necessary reports and documents. They were discussed in detail at the accounts meeting on April 14,

2016. The auditor reported significant results from the audit to the Supervisory Board and issued an

unqualified audit opinion.

The Supervisory Board noted and approved the results of the audit. It has examined the Annual Report

and Consolidated Report as per Section 171 German Companies Act (AktG). The Supervisory Board

approves the Annual Report and Consolidated Report and the Management Report. The Annual Report

of F24 AG is hereby adopted.

The Supervisory Board agrees to the Board of Directors' proposal of appropriation of the balance sheet

profits of F24 AG.

The Supervisory Board thanks all employees of the F24 Group and the Board of Directors for their

commitment and dedication.

Munich, April 15, 2016

Rainer Genes

Chairman of the Supervisory Board

Referenzen

F24 AG


References

Our clients operate in a variety of industries and use FACT24 in individual ways in their pro-

fessional alerting and crisis management systems. Here is a list of our selected reference

customers.

New Member of F24 Group: Dolphin Systems AG

F24 AG


Dolphin Systems AG – New Member of

F24 Group

Dolphin Systems AG will be fully consolidated into

the F24 Group in the 2016 financial year, pro

forma as from January 1, 2016.

Dolphin Systems In Brief

Founded in 1992, Dolphin Systems AG is based

in Wollerau (Canton of Schwyz, Switzerland) and

employs over 30 highly qualified staff with exten-

sive experience in telecom and IT solution imple-

mentation, project management and software

engineering.

The company develops and operates standard-

ized and custom cloud solutions for professional

communication, information, surveillance and

alerting. In addition to its sikado™ portal, Dolphin

Systems supplies eCall™ sms & fax portal, Swit-

zerland’s leading online system for sending and

receiving text, fax and pager messages, and

the 963™ sms portal, an all-round solution for

companies to operate their own text message

services.

Dolphin Systems AG is Switzerland’s market

leader in the alerting and business messaging

sector, and currently has a customer roster of

over 200 large-scale companies Switzerland’s

market for alerting systems shows a saturation

level of less than 50%.

Development from 2011 - 2015

Dolphin Systems AG has showed outstanding

development over the past five years, with sales

growing by an average of 15% p.a. and mean

EBITDA margin of 13%.

Dolphin Systems AG: Business Development (shown in kEUR**)

Results for 2015 Financial Year

In 2015, sales by Dolphin Systems AG totalled

the equivalent of approx. EUR 6.5 m, with an

EBITDA margin of approx. 18%.

Dolphin Systems AG: Profit

& Loss 2015

kEUR**

Sales revenues 6.557

Material expenditure 1.359

Net sales 5.198

Personnel expenditure 3.735

Other expenditures 274

EBITDA 1.189

Depreciations 136

Earnings before tax (EBIT) 1.053

Net profit 914

Accounts for 2015

The Annual Accounts of Dolphin Systems show

high liquidity and freedom from debt. Trade pay-

ables primarily comprise prepayments from cus-

tomers.

Assets 2015

kEUR**

Fixed assets 203

Cash and cash equivalents 2,111

Receivables 606

Other 199

Current assets 2,916

Total assets 3,120

Liabilities 2015

kEUR**

Share deposits, reserves 463

Net profits 914

Equity 1,377

Trade payables 1,007

Other payables 110

Accrued liabilities and provi-

sions 626

External capital 1,743 Total liabilities 3,120

* Consolidation excl. dividend for 2015 financial year

** Exchange rate CHF to EUR: 0.9235

Consolidated Management Report

F24 AG


Consolidated Management Report for the 2015 Financial Year

Highlights

Consolidated sales and sales in FACT24 core business rose by 18%, significantly outper-

forming the forecast of 13% to 15%.

Sales by the international subsidiaries in the UK, France, Spain and the Czech Republic

grew by 27%, accounting for 39% per cent of total consolidated sales.

Product development expenditure rose by 19% to EUR 1,530,000. Development as a pro-

portion of sales remained stable at 21%.

The EBITDA margin was 15% as forecast; consolidated results significantly rose by 47% to

EUR 493,000.

The Board of Directors and Supervisory Board proposed a dividend of EUR 0.18 per share,

equal to a dividend yield of 2.2% for the year of 2015.

By acquiring Swiss company Dolphin Systems AG in April 2016, F24 strengthened its lead-

ing status in Europe’s notification, alerting and crisis management market and boosted its

position in the field of messaging. We anticipate that sales will double in 2016.

Group structure (as at December 2015)

The 2015 financial year started on January 1, 2015 and ended on December 31, 2015. All subsidiaries

were included in the consolidated report. The following report addresses their individual areas of opera-

tion in more detail.

100 %

100 % 100 % 100 % 100 %

100 %


F24 AG


F24 AG and F24 subsidiaries – FACT24 Notification,

Alerting and Crisis Management Service

The F24 Group is a software-as-a-service (SaaS)

provider of high-security cloud-based messaging,

notification, alerting and crisis management solu-

tions. F24 is a market leader in Europe, with 50%

of DAX30 companies and 10% of Europe’s Top

500 already among its client roster of over 600

companies worldwide. These clients come from

almost all fields, spanning Energy and Industry,

Health and Pharma, Transport and Logistics,

Trade and Commerce, Banks and Insurance, and

IT and Communications, as well as public-sector

organizations.

FACT24 is a service enabling the planning and

provision of alerting and notification scenarios for

emergency and crisis situations. When a situation

arises, FACT24 automatically and rapidly notifies

thousands of emergency team members by send-

ing a predefined or variable voice, text, or fax

message to a variety of communication devices,

and also automatically sets up spontaneous tele-

phone conferences. Compared to conventional

notification solutions involving manual calling of

lists of telephone numbers, the service supplies a

significantly superior level of reliability and perfor-

mance.

The top-level product version, FACT24 Ultimate,

includes additional advanced services and fea-

tures for crisis management and is thus of particu-

lar interesting for internationally operating large-

scale companies.

Clients require no extra hardware or software to

use the FACT24 service, but simply a telephone

and an Internet connection. The FACT24 process

chain has a fully redundant structure, guaranteeing

maximum availability of the FACT24 service at all

times.

TrustCase GmbH

TrustCase GmbH develops and markets high-

security mobile communication solutions. Trust-

Case operates in the Enterprise Collaboration

market. The technical platform is also integrated

into FACT24’s notification, alerting and crisis

management services.

F24 IT-Services GmbH

F24 IT-Services GmbH develops the FACT24 and

TrustCase software and operates the systems

necessary for the services. The company receives

a service fee from F24 AG and TrustCase GmbH

for doing so. Voice dialogue applications devel-

oped in past years also account for small propor-

tions of sales.

Market and Competition

The F24 Group views itself as a premium service

provider, and has established an excellent reputa-

tion thanks to its strong customer orientation and

high service quality. In the field of notification and

alerting service provision, F24 AG claims the posi-

tion of European market leader in a still largely

unsaturated market; a relevant proportion of our

potential clients do not yet operate professional

alerting and crisis management systems today.

According to the company’s own information, this

market offers potential of approximately EUR 85m

in Germany alone and over EUR 1.4bn worldwide.

We have continued to consolidate and expand our

strong market position by gaining prestigious key

accounts.

Internationalization

We are continuing to achieve success in driving

our internationalization strategy The proportion of

sales accounted for by international clients is now

46% (2014: 43%). Last year our international sub-

sidiaries continued to develop at a higher than

average rate, with year-on-year growth at 27%

(2014: 16%). In the reporting period, the propor-

tion of total consolidated sales accounted for by

these subsidiaries reached 39% (2014: 36%). In

2015 we opened an office in Mexico through our

Spanish subsidiary and were able to establish a

successful position on the Central and South

American markets.

International partner business expanded by year-

end to 41 partners (2014: 38) with roughly stable

results.

Strategic Development

With the objective of continuing to expand and

consolidate our leading position on the European

market, in 2015 we investigated opportunities to

acquire suitable companies. We found an excel-

lent match in the Swiss company Dolphin Systems

AG, headquartered in Wollerau near Zurich.

Dolphin Systems has built an impressive reputa-

tion within Switzerland since its foundation in

1992, with a highly experienced team in the IT and


F24 AG


telecom sector and an extensive range of cloud-

based products in the fields of messaging, alarm-

ing and surveillance.

On April 15, 2016, F24 AG acquired 100% of the

shares in Dolphin Systems AG. The transaction

was financed by a combination of 45% equity

capital and 55% from a loan.

Business development

Since our foundation in 2000, we have succeeded

in steadily increasing our sales and number of

clients.

In 2015 the F24 Group achieved a year-on-year

increase in sales of 18% to a total of EUR

7,335,000 (2014: EUR 6,230,000), after steadily

increasing quarterly sales throughout 2015.

FACT24 Quarterly Sales

Sales in the core business, FACT24, likewise rose

by 18% to EUR 7,232,000 (2014:

EUR 6,150,000). The share of sales accounted for

by FACT24 thus remained roughly stable in 2015

at 98.6%. The remaining 1.4% per cent of sales

revenues were accounted for by audiotext ser-

vices. TrustCase did not yet return any sales in

2015.

Expenditures

Personnel costs rose by 12% as a result of regular

pay rises and bonuses for new client acquisition

operations, which showed greater success than in

the previous year; they totalled EUR 3,961,000

(2014: EUR 3,535,000).

During the reporting period, planned investments

were made in the advancement of the FACT24

2.0 platform and TrustCase, the new highly secure

mobile communication solution. In addition to in-

house costs of EUR 736,000, a further EUR

794,000 (2014: EUR 522,000) in external costs

was incurred. FACT24 accounted for a total of

EUR 669,000 of this sum, and TrustCase for EUR

862,000.

Total development costs thus rose by 19% to

EUR 1,530,000 (2014: EUR 1,289,000) and, as in

previous years, were not capitalized.

Other expenses, including the external develop-

ment costs mentioned above, rose by 17 % to

EUR 2,238,000 (2014: EUR 1,920,000).

Operating result and dividend

The consolidated annual result rose by 47% to

EUR 493,000 (2014: EUR 336,000). This includes

income taxes of EUR 423,000 (2014: EUR

72,000). The consolidated tax rate was thus 46%

per cent.

In the 2015 financial year the Group generated

EBITDA of EUR 1,134,000 (2014: EUR 624,000).

Consolidated Business Development for F24 (in kEUR)

The Board of Directors and Supervisory Board

propose the issue of a dividend of EUR 0.18 per

share. Based on the average share price of EUR

8.08 for the 2015 financial year, this returns an

attractive dividend yield of 2.2%. This proposal will

depend on agreement by the Supervisory Board

and the Annual General Meeting on June 2,

20165.

Assets, Financial Position and Results of Operations

As at December 31, 2015, share capital was EUR

2,403,000, divided into 2,403,000 bearer shares

Equity of the F24 Group grew by 24% to EUR

2,432,000 (2014: EUR 1,967,000) with a virtually

unchanged equity ratio of 41 per cent (2014: 42

per cent) as a result of the increased balance

sheet sum.


F24 AG


Consolidated cash flow from current business

operations rose 1,311 per cent to EUR 1,721,000

(2014: EUR 122,000); this increase was primarily

the result of the reduction in receivables by EUR

525,000 and of provisions for tax of EUR 377,000.

Consolidated cash and cash equivalents as at

December 31, 2015, thus rose by 83% to

EUR 3,730,000 (December 31, 2014:

EUR 2,042,000).

Employees

Our staff are the bedrock of our success. Their

talent, their commitment and dedication, their

team spirit and their service mindset enable us to

deliver outstanding performance and inspire our

customers to enthusiasm.

Including the Managing Directors of the subsidiar-

ies, the Group employed an average of 36.5

(2014: 36.8) permanent employees and student

full-time equivalents, so that our headcount re-

mained roughly the same year-on-year.

Average number of employees

2015 2014

Sales/Marketing 17.9 17.3

Product Development / Operations 14.8 15.9

Administration / Finance 3.8 3.6

Personnel productivity, measured in sales per

employee, thus rose significantly by 19% to EUR

201,000 (2014: EUR 169,000).

Shares and Share Performance

Our share price rose by 19% per cent throughout

2015, from EUR 7.18 to EUR 8.58 by year-end.

The share price fell slightly against TECDAX in the

second half of 2015.

F24 Shares against TECDAX in 2015

The F24 share price is monitored and evaluated

by Augsburg-based research company GBC AG.

As is generally the case in the small cap sector,

these studies are commissioned and remunerat-

ed.

In its research reports from April and August 2015,

GBC AG continued to issue a share recommenda-

tion of ‘sell’, maintaining the target share value at

EUR 12.50 All analyses can be downloaded from

the F24 AG website under 'Investor Relations'.

The Board of Directors presented the company on

April 22 last year at the 50th m:access Analysts'

Conference of Munich Stock Exchange and at the

Munich Capital Market Conference on Decem-

ber 9.

The annual result for the year, which is relevant for

the earnings per share, totalled EUR 493,000

(2014: EUR 336,000). Divided by 2,403,000 - the

number of shares – this gives earnings per share

of EUR 0.21 (2014: EUR 0.14).

F24 AG Share Price

2015 2014

Result for the year kEUR 493 336

Number of shares m 2.403 2.403

Earnings per share EUR 0.21 0.14

Equity per share EUR 1.01 0.82

Share price as at 31

Dec. EUR 8.58 7.18

Market value as at 31

Dec. kEUR 20,613 17,254

Product Management and Development, Operations

In 2015 we further expanded the range of func-

tions of the FACT24 platform and improved ser-

vice quality.

Cloud and SaaS solutions like FACT24 provide

users and companies with enormous advantages

of convenience and cost benefits, and can be

used in emergencies and incidents independently

of the company’s own – potentially damaged or

otherwise impaired – infrastructure. Here the se-

curity of the solution is critical to success. We

therefore devoted particular attention to this as-

pect in 2015 at both infrastructure and application

level.

In addition to bringing our TrustCase platform to

market-readiness, our development operations

focused on integration of this secure messaging

service with FACT24. Our clients can now use a

closed system of end-to-end encryption for their


F24 AG


communication content, which is often of a critical

nature. All they need is an Apple or Android

smartphone. To ensure that only authorized per-

sons with verified identity can participate in com-

munication, we developed the TrustBroker identi-

fication system and launched a pilot at the end of

the year.

A further focus of development involved a special-

ized module for operational crisis management.

The high-end product module Ultimate+, which

will go on sale in the fall, adds functions including

tailoring of alarms and notifications to the location

of individual respondents, task management with-

in the crisis team, and personalized presentation

of relevant information in a dashboard. These

extra premium functions enhance the upselling

potential of the product.

As scheduled, over 70% of accounts still running

on the earlier platform were migrated to the new

platform, further increasing the number of clients

that can be addressed by the new functions.

15 staff were employed in product development

and service operations as at year-end. Develop-

ment costs as a proportion of sales remained

stable for the year of reporting at 21%.

Risks and Opportunities

'Corporate Planner’ is used as a performance

planning program. Monthly sales, costs and cash-

flow targets are compared to actual figures from

ongoing accounts, and sales development fore-

casts from the business plan are compared to

quarterly results from the CRM system. These

comparisons of actual and target figures form the

basis of our quarterly and annual planning.

Client loyalty in the FACT24 sector remains ex-

tremely high. Client churn for the 2015 financial

year was 1.9% (2014: 3.2%) based on recurring

sales, which outperformed forecasts. The client

roster now comprises 612 client contracts gener-

ating stable cash-flow. In the period here under

review, the ten largest FACT24 individual orders

generated a total share of sales of 16 per cent.

The proportion of total sales accounted for by the

largest individual order was 2.7 per cent; the aver-

age proportion of sales per FACT24 client is under

0.2 per cent. In combination with the positive

business developments, the risk of client loss is

thus extremely low.

Availability and functionality of the software devel-

oped in-house and the IT infrastructure are of

critical importance for the F24 Group. All alarm

functions are distributed between multiple fully

autonomous sites. The functionality of the Internet

and telephony technology in use is tested and

checked at intervals of minutes by the company's

own systems and by impartial third parties. Faults

are automatically reported to our technical staff.

Since we introduced tracking and statistics for the

availability of our systems in 2006, they have

shown 99.999 per cent availability.

In addition to obligations to cooperate, our client

agreements always include service level agree-

ments which govern the overall availability of our

systems. These measures, together with corre-

sponding insurance, minimize liability risks.

F24 AG and F24 IT-Services in Germany and

F24’s international subsidiaries operate an inte-

grated information security and business continui-

ty management system and are certified accord-

ing to PAS99:2012, ISO/IEC 27001:2013 and ISO

22301:2012. By establishing standardized pro-

cesses and continuous improvement, we guaran-

tee the security, reliability, and growth potential of

our companies and services. An external surveil-

lance audit was held in October 2015 and was

passed with zero non-conformities.

The sector in which F24 AG operates is a future-

oriented one and can thus motivate other compa-

nies to commence operations. This may endanger

F24's market leadership. We seek to defend and

expand our market leadership by introducing

innovative features for our FACT24 product and

strengthening our customer orientation. We be-

lieve strong competition may come from the An-

glo-American market. By driving our strategy of

expansion and acquisition, we are significantly

increasing our stability and resilience.


F24 AG


The German and European markets are still only

partly saturated and their interest in the theme of

crisis management continues to increase. This

opens opportunities for continued strong growth.

In the past year we have responded to this situa-

tion by boosting our activities in the fields of tech-

nical development, marketing, and sales,

However, acquisitions involve challenges and risks

as well as opening up diverse opportunities. In the

due diligence phase preceding our acquisition of

Dolphin Systems AG, we worked with a project

team made up of the entire management boards

of both companies and experienced consultants

from Pinsent-Masons law company, auditors PKF,

and the itheca Group, to examine all legal, fiscal,

financial, and technical aspects and discuss cul-

tural issues. We will now embark on the integra-

tion phase with all due care and purpose, while

also maintaining composure. We are confident

that we can address the justified interests of all

employees, clients, suppliers, and shareholders to

make the most of the great opportunities offered

by the merger.

Future Prospects

In 2016, our product development operations will

focus on the launch of the new crisis management

module and the new high-end Ultimate+ product

version. We will kick off the sales process with a

major international roadshow in April/May. Initial

customer response has been extremely positive.

Other focal areas include integration of the

FACT24 and TrustCase platforms and distribution

of the TrustCase applications.

Our strategic priority for 2016 is to integrate Dol-

phin Systems into the F24 Group while maintain-

ing operational stability. During this year we aim to

complete our development of cross-selling oppor-

tunities for the combined product portfolio on the

Swiss and international markets.

In the 2016 financial year we anticipate growth in

sales for our previous FACT24-based business of

11 to 13 per cent.

Dolphin Systems AG will be fully consolidated as

of 1 January 2016 (pro forma date January 1,

2016). As a result, sales for F24 Group in 2016 will

roughly double year-on-year. We aim to at least

maintain our EBITDA margin of 15% from 2015.

The annual surplus generated by F24 Group will

also rise significantly in terms of depreciation on

acquired goodwill and costs related to the acquisi-

tion.

The Board of Directors


Consolidated Financial Statement

F24 AG


Consolidated Balance Sheet

as at December 31, 2015

Assets 2015 2014

kEUR kEUR kEUR

A. Fixed assets

I. Intangible assets

1. Industrial property rights and licenses 18 39

2. Goodwill 1 127

19 166

II. Tangible assets

Operating and office equipment 80 49

99 215

B. Current assets

I. Receivables and other assets

1. Trade receivables 1,796 1,879

2. Other assets 81 525

1,877 2,404

II. Bank balances and cash 3,730 2,042

5,607 4,446

C. Prepaid expenses 21 22

D. Deferred tax assets 137 0

5,864 4,683


F24 AG


Consolidated Balance Sheet

as at December 31, 2015

Liabilities 2015 2014

kEUR kEUR kEUR

A. Equity

I. Subscribed capital 2,403 2,403

II. Capital reserves 981 981

III. Adjustment item for currency conversion -112 -83

IV. Consolidated loss carried forward -1,334 -1,670

V. Consolidated result 493 336

2,431 1,967

B. Provisions

1. Tax provisions 377 0

2. Other provisions 197 169

574 169

C. Payables

1. Bank payables 1,848 1,800

of which with residual time to maturity of

up to one year: kEUR 9 (2014: kEUR 0)

over one year: kEUR 1,839 (2014: kEUR 1,800)

2. Trade payables 102 188



3. Other liabilities 412 507

of which taxes kEUR 316 (2014: kEUR 458)

of which social security kEUR 13

(2014: kEUR 27)



2,362 2,495

D. Prepaid expenses 497 52

5,864 4,683


F24 AG


Profit and Loss Statement

for the period January 1 to December 31, 2015

2015 2014

kEUR kEUR kEUR

1. Net sales 7,335 6,230

2. Other operating revenues 269 66

3. Material expenditure 271 218

4. Personnel expenditure

a) Wages and salaries 3,470 3,098

b) Social security contributions 491 437

3,961 3,535

5. Depreciations on intangible and tangible assets 185 188

6. Other operating expenditure 2,238 1,920

7. Other interest and similar revenues 1 1

8. Interest and similar expenditure 34 13

9. Result from ordinary business activities 916 423

10. Income taxes 423 72

11. Other taxes 0 15

12. Consolidated profit for the period 493 336


F24 AG


Cash Flow Statement


2015 2014

kEUR kEUR

Consolidated profit / loss for the period 493 336

Depreciations on tangible and intangible assets 185 188

Decrease / increase in provisions 405 94

Increase in trade receivables and other assets 351 -765

Increase in trade payables and other liabilities 264 269

Losses from consolidation 8 0

Losses from disposal of assets 15 0

Cash flow from current business activities 1,721 122

Payments made for investment in assets -84 -33

Payments received from disposal of assets 3 0

Cash flow from investment activities -81 -33

Payments received from loans 48 1,800

Payments to company owners 0 -481

Cash flow from finance activities 48 1,319

Net changes in cash and cash equivalents 1,688 1,408

Cash and cash equivalents at the start of the period 2,042 634

Cash and cash equivalents at the end of the period 3,730 2,042

Cash and cash equivalents at the end of the period comprise: 31.12.2015 31.12.2014

kEUR kEUR

Bank balances and cash 3,730 2,042


F24 AG


Statement of Changes in Equity


Foreign Unappropr.

Share Capital currency net

capital reserve conversion earnings Total

kEUR kEUR kEUR kEUR kEUR

Status as at January 1, 2015 2,403 981 -83 -1,334 1,967

Adjustment item for currency conversion -29 -29

F24 AG dividend

0

Profit for the period 493 493

Status as at December 31, 2015 2,403 981 -112 -841 2,431


F24 AG


Statement of Changes in Fixed Assets

for the 2015 financial year

Historic acquisition and production costs

Jan 01, 2015 Additions -Deductions Dec 31, 2015

kEUR kEUR kEUR kEUR


1.

Industrial property rights and licenses 143 6

149

2. Client roster 1,251 1,251

3. Goodwill 10

10

1,404 6 0 1,410

II. Tangible assets

Operating and office equipment 172 78 51 199

172 78 51 199

1,576 84 51 1,609

Depreciations

Acquisition Depreciations

+ produc-

tion

accumu-

lated to

Addi-

tions

Deduc-

tions

Book

value

Dec 31,

2015

Dec 31,

2014 2015 2015

Dec 31,

2015

kEUR kEUR kEUR kEUR kEUR


1.

Industrial property rights and licenses 149 105 26

18

2. Client roster 1,251 1,126 125 0

3. Goodwill 10 8 1 1

1,410 1,239 152 0 19

II. Tangible assets

Operating and office equipment 199 122 33 36 80

199 122 33 36 80

1,609 1,361 185 36 99

Differences from currency conversion of € -209,38 € are shown as Deductions – accumulated depreciations.

Low-value assets were written down in full in the year of acquisition and are therefore not included in annual depreciations.


F24 AG


Notes for the 2015 Financial Year

I. General

The Consolidated Accounts for 2015 were

prepared by F24 AG in voluntary compliance

with the terms of Sections 299 ff, German

Commercial Code (HGB).

The financial year for the Group and the consol-

idated companies corresponds to the calendar

year.

II. Consolidated Group

The consolidated accounts cover seven com-

panies.

All companies were fully consolidated. There

are no joint companies or affiliated companies.

The consolidated companies are as follows:

Group

share

Parent company

F24 AG, Munich 100%

Subsidiaries

F24 IT-Services GmbH, Munich 100%

F-24 UK Ltd., London 100%

F24 Servicios de Comunicación

S.L.U., Madrid 100%

F24 France SARL, Paris 100%

F24 Czech Republic s.r.o: Prague 100%

TrustCase GmbH 100%

F24 United States Inc., New York, was liquidat-

ed as at April 20, 2015, and deconsolidated

during financial 2015.

III. Principles of Consolidation

Capital consolidation was performed in accord-

ance with Section 301 Subsection 1 No. 1

HGB (old version), applying the book value

method, which may be retained for initial con-

solidation of subsidiaries undertaken in financial

years beginning before January 1, 2010, in

accordance with Section 66 Subsection 3 No.

4, Introductory Act to the German Commercial

Code (EGHGB).

The equity of the subsidiaries thus determined

was offset against the parent company's hold-

ing based on valuations at the time of purchase

of the holding.

Capital consolidation of companies to be in-

cluded after January 1, 2010, was performed

using the revaluation method in accordance

with Section 301 Subsection 1 HGB.

Sales, expenditure and revenues within the

group, interim results and all claims and liabili-

ties between the consolidated companies were

eliminated.

IV. Principles of Accounting and Valuation

The principles of accounting and valuation

remained unchanged from the prior year and

are explained individually below.

Intangible and tangible assets

Intangible and tangible assets acquired were

shown at the cost of procurement or manufac-

ture, less scheduled depreciation over the use-

ful life of the assets. Depreciations on intangible

and movable assets applied the straight-Iine

method.

Depreciations to reflect lower market values as

at the balance sheet date were accounted for in

extraordinary writedowns.

Low-value assets were treated as immediately

deductible in full in the year of acquisition.

Receivables and other assets

Receivables and other assets were shown at

the nominal value. All identifiable risks were

taken into consideration by applying individual

value adjustments.

Bank balances and cash

Bank balances and cash were reported at the

nominal value.


F24 AG


Deferred tax assets

An item was added to the balance sheet for

deferred tax assets, applying the option given in

Section 274 Subsection 1 German Commercial

Code (HGB).

Provisions

Provisions were created for all identifiable un-

certain liabilities. The amounts of the provisions

were calculated on the basis of reasonable and

prudent commercial judgement.

Liabilities

Liabilities were reported at the fulfilment

amount.

Currency conversion

Currency conversion for companies with ac-

counting in foreign currencies was effected as

follows:

The balance (excluding equity, to the conver-

sion of which historical exchange rates apply)

was converted using the average exchange

rate on the foreign currency spot market on the

balance sheet date. The profit and loss state-

ment was converted applying the average rate.

V. Notes to the Consolidated Balance Sheet

Fixed assets

The Statement of Changes in Fixed Assets

shows a breakdown of assets.

Receivables and other assets

Receivables and other assets have a residual

time to maturity of under one year.

Equity

At the start of the financial year, share capital

was divided into 2,403,000 bearer shares.

The Managing Board is empowered under the

resolution of the Annual General Meeting of

June 7, 2011, to implement one or more in-

creases in the share capital of the company to

a total of EUR 1,201,500 in exchange for cash

and/or contributions in kind by June 6, 2016,

subject to agreement by the Supervisory Board

(Approved Capital 2011/I).

Furthermore, a contingent increase in the share

capital of the company by EUR 100,000 was

implemented by resolution of the Annual Gen-

eral Meeting of June 7, 2011 (Contingent Capi-

tal Increase 2011/I) and a further contingent

increase of EUR 140,000 implemented by reso-

lution of the Annual General Meeting of June 4,

2013 (Contingent Capital Increase 2013/I).

Adjustment item for currency conversion

This adjustment item shows differences arising

as a result of currency conversion of equity.

Liabilities

EUR 522,600 of liabilities have a residual term

of up to one year and EUR 1,080,000 of over

five years.

VI. Notes to the Consolidated Profit and Loss

Statement

General

The Profit and Loss Statement applied the total

cost method in accordance with Section 275

Subsection 2 HGB.

Breakdown of Net Sales

Net sales were divided into sales categories as

follows:

Net sales Share

kEUR %

Net sales FACT24 7,232 98.6

Net sales for audio ser-

vices 103 1.4

Cost of purchased services

The item Material expenditure contains costs of

purchased services which includes volume-

dependent telecommunication expenses.

Depreciations

Depreciation on goodwill acquired as at Janu-

ary 1, 2010, applied the straight-line method

over a useful life of 15 years in accordance with

the right of retention under Section 66 Subsec-

tion 3 Introductory Act to the German Com-

mercial Code (EGHGB).

The parent company's client roster was capital-

ized and depreciated using the straight-line

method over a useful life of 10 years.


F24 AG


VII. Other Information

Board of Directors

In the year of reporting, the Board of Directors

comprised:

Ralf Meister, IT graduate, Berg

(Chairman, Corporate Strategy)

Christian Götz, Industrial Management

graduate, Ingolstadt (Sales and Marketing,

HR)

Jochen Schütte, Engineering graduate,

MBA, Munich

(Product Management, Finance)

In 2015 the Managing Board received remu-

neration amounting to EUR 618,000.

Supervisory Board

The Supervisory Board members are:

Rainer Christian Genes, Düsseldorf, Person-

ally liable partner, Vorwerk & Co. KG Wup-

pertal - Chairman

Karl Schöpfel, Eichstätt, management con-

sultant – Deputy Chairman

Prof. Dr. Oliver Hackl, Ingolstadt, Professor

of Trade Marketing and Organisational Man-

agement, management consultant

The Supervisory Board members received

remuneration to the amount of EUR 26,500 in

2015.

Employees

In the year of reporting an average of 36.5 staff

were employed.

VIII. Other financial obligations

Other financial obligations comprise leasing

agreements to an annual value of

EUR 424,400.

F24 AG


The Board of Directors

______________

Ralf Meister Christian Götz Jochen Schütte

Share Information, Financial Calendar, Credits

F24 AG


Share Information

ISIN: DE000A12UK24

WKN: A12UK2

Stock exchange ID: F2Y

Board: m:access (over-the-counter), Munich and Open Market, Frankfurt, Berlin

2,403,000 registered shares

Shareholders

26% free-float, 10% Christian Götz, 64% Ralf Meister (direct/indirect)

Financial Calendar

April 17, 2016

21st MKK – Munich Capital Market Conference, The Charles Hotel, Munich

June 2, 2016

Annual General Meeting, Hotel Sofitel, Munich

August 12, 2016

Interim Report of F24 AG for the first six months of 2016

December 8, 2016

22nd MKK – Munich Capital Market Conference, The Charles Hotel, Munich

Credits

Published by

F24 AG

Investor Relations

Isarwinkel 14

81379 Munich, Germany

Tel: +49-89-2323638-0

Fax: +49-89-2323638-6

Email: [email protected]

URL: www.f24.com

Registration court: Amtsgericht München

Registration number: HRB 158196

mailto:[email protected]

http://www.f24.com/

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