FACT24 - fast, secure, easy to use and global · FACT24 - fast, secure, easy to use and global F24...

FACT24 -

fast, secure,

easy to use and global

F24 AG Annual Report 2011

Key Figures F24 AG

Annual Report .PAGE 1

Highlights of Corporate Development

� Consolidated sales rise by 16%, and for the core bu siness of FACT24 by 21%.

� Sales of international subsidiaries in the UK, Fran ce, Spain and the Czech Republic grow by 56% and now account for 32% of consolidated sale s.

� The new FACT24 2.0 lays the foundations for future growth. Investments totalling EUR 305,000 increase extraordinary expenditure.

� Consolidated result rises from EUR 566,000 to EUR 6 01,000.

� The Managing Board and Supervisory Board propose a dividend of EUR 0.17 per share.

F24 GroupF24 GroupF24 GroupF24 Group 2011201120112011 2010201020102010 + / + / + / + / ---- + / + / + / + / ----

Net revenueNet revenueNet revenueNet revenue Per centPer centPer centPer cent

Sales kEUR 4,285 3,685 600 16%

Of which FACT24 kEUR 4,192 3,468 724 21%

EBITDA kEUR 1,047 1,123 -76 -7%

EBIT kEUR 887 948 -61 -6%

Consolidated result kEUR 601 566 35 6%

Financial key figuresFinancial key figuresFinancial key figuresFinancial key figures

Operational cash flow kEUR 579 403 176 44%

Cash flow as per DVFA/SG kEUR 761 742 19 3%

Cash and cash equivalents kEUR 654 654 0 0%

AssetsAssetsAssetsAssets

Balance sheet total kEUR 2,339 2,331 8 0%

Equity kEUR 1,694 1,513 181 12%

Equity ratio 72% 65%

SharesSharesSharesShares

Earnings per share EUR 0.25 0.24 0.01 6%

Dividend per share1 EUR 0.17 0.17 0.00 0%

Market capitalisation2 kEUR 15,979 13,024 2,955 23%

Number of employees Number of employees Number of employees Number of employees Number of employees as annual average

21.1 19.0 11%

Personnel expenditure kEUR 2,015 1,717 298 17%

1 In line with proposed appropriation of net earnings; 2 as at 31 December

Contents F24 AG


Inhalt

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

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

Milestones in 2011 ............................................................................................................................. 4

Product and Strategy ........................................................................................................................... 5

Reference Clients ................................................................................................................................ 6

Software Development ........................................................................................................................ 7

Managing Board and Supervisory Board ............................................................................................ 8

Report of the Supervisory Board ......................................................................................................... 9

Group Management Report ...............................................................................................................10

Consolidated Financial Statement Balance Sheet ...................................................................................................................................14

Profit and Loss Statement ................................................................................................................16

Cash Flow Statement ........................................................................................................................17

Statement of Changes in Equity ........................................................................................................17

Statement of Changes in Fixed Assets .............................................................................................18

Annex ................................................................................................................................................19

Shares, Financial Calendar, Credits..................................................................................................24

Consolidated revenue and earnings performance for F24 Group (2012 targets)

-1000

0

1000

2000

3000

4000

5000

6000

2006 2007 2008 2009 2010 2011 2012e kEURkEURkEURkEUR

Revenue and Earnings Performance

Letter to the Shareholders F24 AG


Dear Shareholders, Dear Dear Shareholders, Dear Dear Shareholders, Dear Dear Shareholders, Dear Staff,Staff,Staff,Staff,

The 2011 business year was the eleventh in succession where we broke our sales records, showing

strong growth and gaining numerous new international clients. While our

clients span all business sectors, we have noted an above-average increase

in clients from the financial sector.

To respond to these clients' needs with respect to function, performance and

capacity in the face of their increasingly complex corporate structures, over

the past 15 months we have focused our efforts on developing our new

FACT24 2.0 version, which was released a few days ago and is already being

used by the first clients.

Our development team worked with external service providers to design a comprehensive program

package encompassing a quarter of a million lines of programming code. It forms the basis of an array

of advanced crisis management functions which will be implemented successively from now on.

In a complex software project of this magnitude, the biggest challenges involve designing a clear

modular structure for the necessary tasks, correctly defining all interfaces and providing for efficient

communication between all stakeholders. The new development technologies which were debuted for

this version have proved their worth.

Although we made extensive investments in new software development in the past business year, we

nevertheless succeeded in matching last year's revenues. The dividend we will propose at this year's

Annual General Meeting is the same as last year's, at 0.17 per share.

Although the EBITDA margin last year was an attractive 24 per cent, significant potential still remains

to be tapped. A feasible interim target for the EBITDA margin would be 28 per cent by the end of this

year.

We will adopt various strategies to ensure that we continue to achieve growth rates beyond 20 per

cent in the future. Our partner-based sales organisation is taking shape, and the new sales partner-

ships have already delivered the first clients. In addition, our establishment of a subsidiary in the USA

in the first weeks of this year is a step promising further consolidation of our status in global competi-

tion.

At this point I would like once again to express my warmest thanks to all colleagues and members of

the company. This year as in the past, your high level of dedication and your outstanding team spirit

were the most important factor in our success.

With best regards

Ralf Meister

Chairman of F24 AG Managing Board

Milestones F24 AG


January February March April May June August October November December

F24 AG moves into new, vastly more spacious premises on Frauenplatz at the heart

of Munich at the start of the year.

Volkswagen chooses FACT24 Ultimate as its corporation-wide standard for alarm and

crisis management. The service will be introduced successively throughout all global

locations of all corporate brands.

After comprehensive evaluation and global comparisons with competitors, the French

subsidiary F24 France SARL wins a major contract in the banking sector. BNP

Paribas will launch an international rollout of FACT24 throughout numerous divisions.

FACT24 confirms its unique reliability: throughout the last 35,000 operating hours (4

years) the service was unavailable for a total of only six minutes – equivalent to an

availability rate of 99.9997% and thus far over the already ambitious contractual guar-

antee of 99.98%.

F24 AG publishes the 2010 Annual Report, showing a 28% growth in core business

and international growth of 56%. Consolidated results showed exceptionally high

growth from EUR -293,000 to EUR 566,000. The proposed appropriation of earnings

plans for the first dividend.

The Managing Board decides to complement the well-established direct sales busi-

ness by gradually setting up a network of international sales partnerships with the goal

of maximising future growth, primarily in as yet untapped markets.

The Annual General Meeting is held on 7 June 2011 and passes resolutions to launch

a share option programme for employees, to reelect all current members of the Su-

pervisory Board and to issue the first dividend, amounting to €0.17 per share for fiscal

2010.

Luxury hotel chain Shangri La Hotel & Resorts begins to implement FACT24 in its

Maldives operations as part of optimising its emergency management strategies.

GBC AG publishes a research update for F24 AG. The analysts raise the target share

price for the fifth time in succession to EUR 8, and and the shares are again recom-

mended as an investment.

F24 wins Techniserv as a sales partner, a leading IT and telecommunications solution

provider in Eastern Europe and a key sales partner for its subsidiary F24 Czech Re-

public. The first joint project, Prague Airport, is successfully completed.

The Managing and Supervisory Boards of F24 AG decide to found a sales subsidiary

in the United States. New York-based F24 United States Inc. launches operations on

1 January 2012.

F24 AG joins Air Berlin, Beiersdorf and Commerzbank to invite prospective clients in

Berlin, Hamburg und Frankfurt to a Business Roadshow. Numerous emergency, crisis

and business continuity management operatives take the opportunity to find out

about new developments and trends in the industry.

At a client event in Düsseldorf, F24 AG presents the next generation of alarm and

crisis management. The new release, FACT24 2.0 delivers convincing performance

before an audience of almost 100 client representatives and experts.

Deloitte presents F24 AG with the Deloitte Technology Fast 50 Award 2011., placing

F24 among the 50 fastest-growing companies in Germany.

Computerwoche and CIO Magazine announce Knut Rollig, Head of IT at F24 AG, as a

CIO of the Year in the SME category.

Product and Strategy F24 AG


The new FACT24 Release 2.0, in the context of our corporate strategy

Nothing endures but change – and our company is a modern example of this familiar saying by the

Greek philosopher Heraclitus. Only a few years ago we decided the version of FACT24 in use at the

time would be a suitable technological basis for the future development of our company, at least over

the short and medium term.

As we know today, we were far off the mark. But what has changed since then? Plenty!

Our corporate strategy, for one. Since 2009 we have adopted a course of development from a notifi-

cation and alerting service provider to an all-round provider of alarm and crisis management services.

Implementation or integration of the additional modules that are necessary to complement our Case

Manager is difficult or impossible on the basis of the previous technology.

Another aspect that has changed involves the requirements, needs and preferences of our clients –

particularly those of international corporations. Where location-specific standalone solutions domi-

nated only a short time ago, today corporations are increasingly seeking integrated, holistic solutions.

This generates synergies – but also brings with it soaring complexity and data volumes. Under the

current version of FACT24 the ability to implement the data architecture required for this objective,

and the system performance targets in particular, was limited.

And finally, our identity and our vision have changed. Today we lead the field in Europe, and aim in

future to become the first choice throughout the world for alerting and crisis management services.

We are not satisfied with being part of the masses. To achieve our aim, we need innovative ideas and

products. Products that are unique amid globally expanding competition. Products like our new

FACT24 Release 2.0.

But what is so unique about the new FACT24 Release 2.0? Again, plenty.

Take the scope of its functions, for example. The service naturally offers an array of alerting and alarm

management tools. But it also offers a host of crisis management tools. There are few solutions avail-

able on the market that combine both aspects in a modular structure and offer genuine global avail-

ability in a range of languages. And there is currently only one tool that can also be tailored to individ-

ual company organisations, making global implementation a truly attractive prospect. That tool is our

new FACT24 Release 2.0.

Or, to adopt a global focus, there are already products designed specifically for the German market,

while others are especially suitable for Asian markets and yet others are developed to focus almost

exclusively on the US market. However, the new FACT24 Release 2.0 already takes the individual

needs of multiple markets into consideration – and demonstrates this by being available in eight lan-

guages.

Or let us consider the flexible open system architecture of the system. An architecture that permits

adjustments and expansion to be undertaken at any time, that offers individual modules or a complete

system, that can be integrated into existing or external systems where required. In short: the maxi-

mum performance, flexibility and viability for the future. Or, to put it another way: everything is directed

towards a long-term goal - global market leadership.

Christian Götz

Corporate Sales, Marketing / PR and Human Resource Officer

Reference Clients F24 AG


Reference Clients

Software Development F24 AG


A scrum a day - the key to good software!

What do FACT24 and rugby have in common?

In the game of rugby, organised chaos ("scrum") serves to bring the ball back into play after an inter-

ruption or infringement, launching a new attack.

Last year F24 faced the challenge of building a new technological basis for its well-established prod-

uct FACT24 within the shortest possible time. This was the only way to establish the conditions

needed for further growth and product innovations in the crisis management sector.

By introducing "Scrum", F24 achieved its objective in a mere fifteen months! Scrum has been in use in

agile software development for some years. The process model is primarily designed to reduce com-

plexity in large-scale development projects. Project success is achieved by applying transparency,

inspection and adaptation.

The current system architecture of our FACT24 product is perfectly aligned to the needs of an efficient

alarming and notification system. However, it cannot fulfil all the preconditions for development into a

flexible and scalable crisis management platform. Recognising this, F24 decided to make significant

investments in renewing FACT24's product basis.

During redevelopment of the application for Web administration of FACT24, we chose a modern Java

enterprise architecture (JEE), while also introducing agile development methods including Scrum, pair

programming and test driven development.

F24 benefits in numerous ways from this change. The development process is broken down into time-

boxed periods known as 'sprints'. Thanks to the dynamic nature of the process, its reliance on indi-

vidual responsibility, regular inspection of the results achieved and the possibility of introducing

changes to specifications as development is in progress all combine to generate a future product with

significantly higher stability and quality.

As a result, F24 is more flexible and innovative than its competitors. We are now able to respond more

rapidly to changing market demands and supply clients with product improvements and advance-

ments more rapidly.

Knut Rollig

Managing Director, F24 IT-Services GmbH

Managing Board and Supervisory Board F24 AG


Managing Board

Supervisory Board

Ralf Meister (CEO)Ralf Meister (CEO)Ralf Meister (CEO)Ralf Meister (CEO)

Ralf Meister (55),a computer science graduate, is the co-founder of F24 AG. As Member of the Managing Board he is responsible for strategic corporate develop-ment and finance, as well as product development and the technical operation of all services.

Christian Götz Christian Götz Christian Götz Christian Götz

Christian Götz (40), is an industrial engineering graduate and co-founder of F24 AG. As Member of the Managing Board he is responsible for the areas of sales, market-ing/PR, and human resources.

Rainer Genes (Chairman)Rainer Genes (Chairman)Rainer Genes (Chairman)Rainer Genes (Chairman)

Rainer Genes is Vice President, Production Planning Vehicles Mercedes-Benz Cars at Daimler AG, Sindelfingen.

Karl Schöpfel (Karl Schöpfel (Karl Schöpfel (Karl Schöpfel (Deputy ChairmanDeputy ChairmanDeputy ChairmanDeputy Chairman))))

Karl Schöpfel is a management consultant focusing on finance and controlling and is also Managing Director of Haus für Betriebswirtschaft GmbH & Co. KG, Donau-wörth.

Prof. Dr. Oliver HacklProf. Dr. Oliver HacklProf. Dr. Oliver HacklProf. Dr. Oliver Hackl

Professor of Trade Marketing and Organisational Management at the University of

Ingolstadt and Division Head at Media Markt Management GmbH

Report of the Supervisory Board F24 AG

Annual Report PAGE 9

Dear Shareholders,Dear Shareholders,Dear Shareholders,Dear Shareholders,

In fiscal 2011 the Supervisory Board continued to complete the tasks assigned to it by the law and the

company's Articles of Association with diligence and care. The Managing Board promptly provided us

with regular verbal and written information on all relevant aspects of corporate planning and strategic

development. Between regular meetings, the Managing Board also provided detailed and compre-

hensive monthly reports on the progress of business and the position of the company and its subsidi-

aries.

The Supervisory Board was involved in all important company business from an early stage. The Su-

pervisory Board voted on all proposals put forward by the Managing Board for which its vote was

required under the rules of procedure.

Three regular Supervisory Board meetings were held in fiscal 2011. In addition, the Managing Board

also provided prompt and detailed written reports between these meetings to inform us of all events of

significance for the evaluation of the company situation and development and for the management of

the company.

The meeting on 5 April 2011 primarily addressed the Annual and Consolidated Report for 2010. At

this meeting the Managing Board informed us of the plans for further international expansion and of

the share options programme for 2011. Further items on the agenda addressed appointments to the

Supervisory Board after the 2011 Annual General Meeting and approval of the agenda of the Meeting

on 7 June 2011.

In a meeting of the Supervisory Board directly after the Annual General Meeting of 7 June 2011, the

Supervisory Board approved the Managing Board's resolution to issue share options.

In the meeting on 8 November 2011, the Supervisory Board was informed in detail of the principles of

international transfer pricing and the current status of expansion plans. Regular examination of corpo-

rate planning for the following fiscal years up to 2014 was continued in the year of reporting. At this

meeting the Managing Board also reported on plans for further development of the corporate struc-

ture. The Supervisory Board reviewed the actions proposed in detail.

WAPAG Allgemeine Revisions- und Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsge-

sellschaft were appointed as auditors for fiscal 2011 at the Annual General Meeting of the company

on 7 June 2011. The audit assignment was issued by the Supervisory Board on 1 December 2011.

The 2011 Annual Report of F24 AG was prepared in accordance with the principles of the German

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

necessary reports and documents. They were discussed in detail at the accounts meeting on 16 April

2012. The auditor reported significant results from the audit to the Supervisory Board and issued an

unqualified audit opinion.

Report of the Supervisory Board F24 AG


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

Report and Consolidated Report as per Art. 171 German Company Law (AktG). The 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 Managing Board's proposal of appropria-

tion of the balance sheet profits of F24 AG.

The Supervisory Board expresses its thanks to the Managing Board and to all staff of F24 AG for their

excellent and successful work in the past fiscal year.

Munich, 17 April 2012

Rainer Genes

Chairman of the Supervisory Board

Group Management Report F24 AG


Consolidated Management Report

for fiscal 2011

• Consolidated sales rose by 16 per cent Sales in the

core business sector of FACT24 rose by 21 per

cent.

• Sales of the international subsidiaries in the UK,

France, Spain and the Czech Republic soared by

56 per cent, accounting for 32 per cent of total

consolidated sales.

• The new FACT24 2.0 provided the basis for future

growth. Investments totalling EUR 305,000 added

to extraordinary expenditure.

• Consolidated results rose from EUR 566,000 to

EUR 601,000.

• The Managing and Supervisory Boards proposed

the issue of a dividend of EUR 0.17 per share.

Group Structure

F24 AGF24 AGF24 AGF24 AG (Group)(Group)(Group)(Group)

100% FFFF----24 UK Ltd., London24 UK Ltd., London24 UK Ltd., London24 UK Ltd., London

FACT24

100% F24 Servicios de Comunicación F24 Servicios de Comunicación F24 Servicios de Comunicación F24 Servicios de Comunicación

S.L.U., Madrid,S.L.U., Madrid,S.L.U., Madrid,S.L.U., Madrid,

FACT24

100% F24 France SARL, ParisF24 France SARL, ParisF24 France SARL, ParisF24 France SARL, Paris

FACT24

100% F24 Czech Republic s.r.o., PragueF24 Czech Republic s.r.o., PragueF24 Czech Republic s.r.o., PragueF24 Czech Republic s.r.o., Prague

FACT24

100% ITITITIT----Services GmbH, MunichServices GmbH, MunichServices GmbH, MunichServices GmbH, Munich

Software development and opera-tion

Fiscal 2011 started on 1 January 2011 and

ended on 31 December 2011. All subsidiaries

were included in the consolidated report.

Divisions

F24 AG and F24 subsidiaries –

FACT24 Notification, Alerting and Crisis Manage-

ment Service

F24 AG is Germany's leading provider of notifica-

tion, alerting and communication services for

emergencies and crisis. Over 500 companies in

the chemical, energy, aviation, IT, banking and

insurance sectors use the FACT24 service.

FACT24 enables planning and provision of alert-

ing and notification scenarios for emergency and

crisis situations. When a situation arises, FACT24

automatically and rapidly notifies hundreds of

emergency team members by sending a prede-

fined or variable voice, text or fax message to a

variety of communication devices, and also

automatically sets up spontaneous telephone

conferences. Compared to conventional notifica-

tion solutions involving manual calling of lists of

telephone numbers, the service supplies a signifi-

cantly increased level of reliability and perform-

ance.

To use the service, clients require no extra hard-

ware or software, but merely a telephone and a

PC with Internet connection.

The FACT24 process chain has a fully redundant

structure, guaranteeing maximum availability of

the FACT24 service at all times.

The most advanced product version of FACT24

additionally provides a central communication

platform for the entire duration of a crisis. Those

involved can select appropriate media to ex-

change current information, manage decisions

and coordinate the tasks at hand. In addition, the

platform can incorporate external sources such

as social networks (Twitter, Facebook, …) and

news agencies.

All information, decisions and activities are auto-

matically added to a tamper-proof chronological

crisis log.

F24 IT-Services GmbH

tevia GmbH has operated since July 2011 as

F24 IT-Services GmbH. Outstanding shares held

by the minority shareholder were repurchased for

EUR 5,000, so that F24 AG once again holds

100% of shares.

F24 IT-Services GmbH took over all software

development operations and system operations

of F24 AG as of 1 January 2012. All IT staff

moved to 24 IT-Services GmbH at the start of

2012. The Managing Director of the company

since 1 December 2011 is the previous Corpo-

rate IT Officer of F24 AG, Knut Rollig.



Market and Competition

The F24 group views itself as a premium service

provider, and has established an excellent repu-

tation thanks to its strong customer orientation

and array of technical innovations. In the field of

notification and alerting service provision, F24 AG

has the position of market leader in a still largely

unsaturated market; the majority of our potential

clients do not operate professional alerting sys-

tems today. According to our own research, the

potential market in German-speaking countries

comprises 6,500 companies and organizations.

In the period here under review, the ten largest

FACT24 individual orders generated a total share

of sales of 15 per cent. These companies include

BNP Paribas, Daimler, Generalitat de Catalunya,

Repsol, SAP and Vattenfall. Our FACT24 clients

generate an average share of sales of under 0.2

per cent.

Internationalisation

Last year the international subsidiaries continued

to develop extremely successfully. In the period

of reporting, the proportion of sales accounted

for by these subsidiaries already reached 32 per

cent (2010: 28 per cent), while growth year-on-

year rose once again by 56 per cent (2010: 56

per cent).

Examples of successful acquisitions of interna-

tional clients are Ryanair in the UK, Prague Air-

port in the Czech Republic, Repsol in Spain and

BNP Paribas in France.

Business Development and Result

Since our foundation in 2000, we have suc-

ceeded in steadily increasing sales and client

numbers from year to year and have shown sig-

nificant growth since 2007, the first year of the

foundation of our international subsidiaries.

The F24 Group achieved a year-on-year increase

in sales in 2011 of 16 percent, to a total of EUR

4,285,000 (2010: 3,685,000).

The proportion of sales accounted for by our core

business, FACT24, continued to rise in 2011 to

98%. The remaining 2 per cent of sales revenues

were accounted for by F24 IT-Services GmbH

with its audiotext services.

Adjusted for sales of F24 IT-Services GmbH and

the extraordinary factor of the sale of the online

conferencing business in 2010, sales of the core

business actually rose by 21 per cent to EUR

4,192,000 (2010: EUR 3,468,000).

Business Development for F24 AG

Personnel costs and personnel numbers rose

year-on-year to EUR 2,015,000 and 21 staff

members respectively (2010: EUR 1,717,000, 19

staff).

As planned, extensive investments were made in

the development of the new FACT24 2.0 during

the reporting period. In addition to higher person-

nel costs, external costs accounted for EUR

305,000.

Under the German Accounting Law Modernisa-

tion Act (BilMoG) costs of development for the

new FACT24 2.0 could be capitalised. Instead of

choosing this capitalisation option the company

adopted a conservative approach and entered in-

house development costs amounting to EUR

295,000 and external development costs totalling

EUR 305,000 directly as personnel costs and

expenditure respectively.

Other expenditures therefore rose disproportion-

ately by EUR 421,000 to EUR 1,205,000 (2010:

EUR 784,000).

0

100

200

300

400

500

600

700

800

900

1.000

1.100

2007 2008 2009 2010 2011

F24 AG F24 Auslandstöchter

2.177

2.971

3.685

4.285

-542

406

1.123 1.047

-860

-293

566 601

2008 2009 2010 2011

Gesamtleistung EBITDA Ergebnis



Nevertheless, the consolidated annual result rose

to EUR 601,000 (2010: EUR 566,000). This in-

cludes income taxes of EUR 277,000 (2010:

EUR 367,000). The consolidated tax rate was

thus 32 per cent.

EBITDA fell by EUR 76,000 to EUR 1,047,000

(2010: EUR 1,123,000).

The positive earnings situation and good equity

ratio prompted the company to pay out a divi-

dend to shareholders again for fiscal 2011. The

proposal for the appropriation of profits made by

the Managing Board and approved by the Super-

visory Board plans for a total dividend distribution

of EUR 0,17 per share. It is subject to approval at

the Annual General Meeting on 12 June 2012.

The dividend is equivalent to a total payment of

EUR 409,000 and a dividend payout ratio of 68

per cent of annual consolidated net income.

Assets, Financial Position and Results of Operations

As at 31 December 2011, share capital was EUR

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

Equity of the F24 Group equalled EUR 1.694,000

(2010: EUR 1.513,000) with an equity ratio of 72

per cent (2010: 65 per cent).

All business operations of F24 AG and its interna-

tional subsidiaries were met entirely from operat-

ing cash flow. No bank loans were taken out.

Consolidated cash flow from current business

operations rose again in 2011 and totalled EUR

579,000 (2010: EUR 403,000). Consolidated

cash and cash equivalents as at 31 December

2011 totalled EUR 654,000.

Employees

Our staff once again delivered outstanding per-

formance in 2011: from developing a new

FACT24 interface and a new website to achieving

impressive growth in client numbers and sales.

Their dedication is the foundation of our success

and of the outstanding reputation of our company

with our clients.

Including the managing directors of the subsidiar-

ies, the Group had an average of 21 members of

staff (2010: 19) – a small increase year-on-year.

No. employees in fiscal year (average) 2011201120112011 2010201020102010

Sales/Marketing 12.1 11.3

Development/Operations 7.5 6.7

Administration 1.4 1.0

Shares and Share Performance

F24 shares again grew in value in 2011 by 23 per

cent. Listed at EUR 5.42 at the beginning of

January, they finished the year at EUR 6.65. F24

shares thus significantly outperformed the Entry

Standard Index for the fifth year in succession.

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 remuner-

ated.

In its April 2011 research activities, GBC AG once

again recommended our share as an investment.

The target share value was raised from EUR 6.03

to EUR 7.00 in the study and again to EUR 8.00

in a research update of 31 August 2011. All

analyses can be downloaded from the Investor

Relations section of the F24 AG website.

Last year, on 10 October, the Managing Board

presented the company at at the 27th m:access

Analysts' Conference of Munich Stock Exchange

and at the 12th Munich Capital Market Confer-

ence on 8 December.

The annual result for the year, which is relevant

for the earnings per share, totalled EUR 601,000

(2010: EUR 566,000). Divided by 2,403,000 - the

number of shares – this gives earnings per share

of EUR 0.25 (2010: EUR 0.24).

60%

70%

80%

90%

100%

110%

120%

130%

140%

150%

Jan 11 Mrz 11 Mai 11 Jul 11 Sep 11 Nov 11

F24 AG WKN: A0F5WM

90-Tage-Linie

Entry Standard Index



2011201120112011 2010201020102010

Result for the year kEUR 601 566

No. shares m 2.40 2.40

Earnings per share EUR 0.25 0.24

Equity per share EUR 0.70 0.63 Share price as at 31 Dec. EUR 6.65 5.42

Market value in m kEUR 15,980 13,008

Developments

We developed the new version of FACT24 in the

period from January 2011 to March 2012. In

addition, new process models for development

and quality assurance were implemented and the

system architecture was aligned. The new

FACT24 Web interface is now based on modern

Java Enterprise architecture.

Eight members of staff were employed in the

software development department as at the end

of 2011. In-house development expenditure for

fiscal 2011 totalled EUR 297,000, with costs of

external development at EUR 305,000. Total

development expenditure thus accounted for 14

percent of sales in the business year. The option

to capitalise was not taken up.

Risks and Opportunities

The standard planning program 'Corporate Plan-

ner' again proved its worth. Monthly sales, costs

and cash-flow targets are compared to actual

figures from ongoing accounts, and sales devel-

opment forecasts 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. For many years the churn rate has

been at a low one to three per cent. During the

reporting period it was again at the lower end of

the range. The client roster now comprises 494

client contracts generating stable cash-flow. The

proportion of total sales accounted for by the

largest individual order again fell from just under 5

per cent in the prior year to 2.2 per cent. In com-

bination with the positive business developments,

the risk of client loss is thus further decreased.

Availability and functionality of the software de-

veloped 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 Inter-

net 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, minimise liability risks.

The sector in which F24 AG operates is a future-

oriented one and can thus motivate other com-

panies to commence operations. This may en-

danger F24's market leadership. We aim to de-

fend and expand our market leadership by intro-

ducing innovative features for our FACT24 prod-

uct and strengthening our customer orientation.

Our subsidiary in the Czech Republic is in its fifth

year, but still in its establishment phase. Typical

features of this phase, in addition to initial suc-

cesses, are the as yet limited extent of networks

and reference clients, and thus a tendency to

longer sales cycles.

New client and sales plans are primarily based on

forecasts produced by the management using a

Customer Relationship Management (CRM) sys-

tem. These forecasts are largely based on objec-

tive criteria. However, a residual risk still remains

that individual companies may fail to achieve

profitability over the medium term, and thus that

alternative action must be decided.

F24 AG and its international subsidiaries operate

an integrated information security and business

continuity management system and are certified

according to ISO/IEC 27001:2005 and BS

25999-2:2007. This successful certification has

further improved the Group's position among its

competitors and underpins the company's poten-

tial for growth by establishing standardised proc-

esses. The annual external surveillance audit was

completed in August 2011.

The German and European market is still only

partly saturated and its interest in the theme of

crisis management continues to increase. This

opens opportunities for continued strong growth.



In the past business year we responded to this

positive situation by establishing partner sales

operations and making preparations for the foun-

dation of a new sales company in the USA.

Future Prospects

Sales and results for the first quarter of 2012 are

on target. The forecast growth rates for the sec-

ond to fourth quarters in 2012 established by our

proven system are slightly above the target.

From April onwards, the new FACT24 2.0 will be

supplied to all new clients and successively to

existing clients. Further crisis management func-

tions will be added during the course of the year.

Given the excellent feedback from our clients, we

anticipate the new version will have a positive

impact on the progress of business.

In addition to our international subsidiaries, our

new international partner sales operations is also

developing promisingly. We expect these opera-

tions, as the strategically logical complement to

direct sales, will contribute increasingly to corpo-

rate growth.

As we expected, business activity in the euro

zone - an important region for our operations -

has remained at a low level. We anticipate mod-

erate growth during the year, accompanied by

slight positive stimulus to our business develop-

ment.

Taking all these aspects into consideration, we

face the 2012 business year with continued op-

timism. Past investments in innovations and new

markets are paying off. We therefore anticipate

increased growth of approximately 25 per cent

and a significant boost in results of 50 per cent.

The Managing Board


Consolidated Financial Statement F24 AG


Consolidated Balance Sheet as at 31 December 2011

Assets 2011201120112011 2010

kEURkEURkEURkEUR kEURkEURkEURkEUR kEUR

A. Fixed assets

I. Intangible assets

1. Industrial property rights and licences 11 17

2. Goodwill 505 630

3. Prepayments 23 0

539 647

II. Tangible assets

Operating and office equipment 52 53

591 700

B. Current assets

I. Receivables and other assets

1. Trade receivables 972 940

2. Other assets 117 30

of which with residual time to maturity of over 1,089 970

one year: EUR 2,000 (2008: EUR 0)

II. Bank balances and cash 654 654

1,743 1,624

C. Prepaid expenses 5 7

2222,,,,339339339339 2,331



Balance Sheet as at 31 December 2011

Liabilities 2011201120112011 2010

kEURkEURkEURkEUR kEURkEURkEURkEUR kEUR

A. Equity

I. Subscribed capital 2,403 2,403

II. Capital reserves 981 981

III. Adjustment item for currency conversion -50 -44

IV. Consolidated loss carried forward -2,241 -2,331

V. Consolidated result 601 566

VI. Adjustment item for minority shareholders 0 -62

1,694 1,513

B. Provisions

1. Provisions for taxation 18 126

2. Other provisions 52 63

70 189

C. Liabilities

1. Liabilities to credit institutes 160 300

of which with residual time to maturity of up to

one year: EUR 100,000 (2010: EUR 100,000)

2. Trade payables 81 87


one year: EUR 81,000 (2010: EUR 87,000)

3. Other liabilities 313 216

of which taxes EUR 245,000 (2010: EUR 158,000)

of which social security: EUR 13,000 (2010: EUR 6,000)


one year: EUR 313,000 (2010: EUR 216,000)

554 603

D. Prepaid expenses 21 26

2222,,,,339339339339 2,331



Profit and Loss Statement for the period 1 January to 31 December 2011

2011201120112011 2010

kkkkEUREUREUREUR kkkkEUREUREUREUR kEUR

1. Net sales 4,285 3,685

2. Other operating revenues 100 66

3. Material expenditure 118 127

4. Personnel expenditure

a) Wages and salaries 1,751 1,508

b) Social security contributions 264 209

2,015 1,717

5. Depreciations on intangible and tangible assets 160 176

6. Other operating expenditure 1,205 784

7. Other interest and similar revenues 3 2

8. Interest and similar expenditure 12 17

9. Result from ordinary business activities 878 932

10. Income taxes 277 367

11. Consolidated profit for the period 601601601601 565

12. Loss attributable to other shareholders 0 1

13. Consolidated result 601601601601 566



Cash Flow Statement for the period 1 January to 31 December 2011

2011201120112011 2010201020102010

kEURkEURkEURkEUR kEURkEURkEURkEUR

Consolidated profit / loss for the period 601 566

Depreciations on tangible and intangible assets 160 176

Decrease / increase in provisions -120 -37

Profit from sales of assets -26 -11

Increase in trade receivables and other assets -116 -318

Decrease in trade payables and other liabilities 80 27

Cash flow from current business activitiesCash flow from current business activitiesCash flow from current business activitiesCash flow from current business activities 579 403

Incoming payments from sale of tangible assets 26 4

Payments made for investment in assets -51 -44

Incoming payments from sale of business areas 59

Payments for acquisition of shares in consolidated companies -5

Cash flow from investment activitiesCash flow from investment activitiesCash flow from investment activitiesCash flow from investment activities -30 19

Loan repayments -140 -101

Payments to company owners -409

Cash flow from finance activitiesCash flow from finance activitiesCash flow from finance activitiesCash flow from finance activities -549 -101

Net changes in cash and cash equivalents 0 321

Cash and cash equivalents at the start of the period 654 333

Cash and cash equivalents at the end of the periodCash and cash equivalents at the end of the periodCash and cash equivalents at the end of the periodCash and cash equivalents at the end of the period 654 654

Cash and cash equivalents at the end of the period comprise: 31.12.201131.12.201131.12.201131.12.2011 31.12.201031.12.201031.12.201031.12.2010

kEURkEURkEURkEUR kEURkEURkEURkEUR

Bank balances and cash 654 654



Statement of Changes in Equity for the period 1 January to 31 December 2011

adjustmentadjustmentadjustmentadjustment adjustmentadjustmentadjustmentadjustment

ShareShareShareShare capitalcapitalcapitalcapital CurrencyCurrencyCurrencyCurrency

UnaUnaUnaUnap-p-p-p-

propr.propr.propr.propr. MMMMinoritinoritinoritinorityyyy

capitalcapitalcapitalcapital provisionprovisionprovisionprovision conversionconversionconversionconversion

ret. earret. earret. earret. earn-n-n-n-

ingsingsingsings shareholdingsshareholdingsshareholdingsshareholdings TotalTotalTotalTotal

kEUR kEUR kEUR kEUR kEUR kEUR

Status as of 01.01.2011Status as of 01.01.2011Status as of 01.01.2011Status as of 01.01.2011 2,403 981 -44 -1,766 -62 1,513 Adjustment item for currency

conversion -6 -6

F24 AG dividend -409 -409

Other partners' share of capital 62 62

Other changes -67 -67

Profit for the period 601 601

Status as of 31.12.2011Status as of 31.12.2011Status as of 31.12.2011Status as of 31.12.2011 2,403 981 -50 -1,640 0 1,694



Statement of Changes in Fixed Assets for fiscal 2011

Acquisition and production costs

01.01.1101.01.1101.01.1101.01.11 AdditionsAdditionsAdditionsAdditions ----

DeductionsDeductionsDeductionsDeductions 31.12.1131.12.1131.12.1131.12.11

kEUR kEUR kEUR kEUR

I. Intangible assets 1. Industrial property rights and licences 71 71

2. Client roster 1,251 1,251

3. Goodwill 387 387

4. Prepayments 23 23

1,709 23 0 1,732

II. Tangible assets

Operating and office equipment 108 28 136

1,817 51 0 1,868

Depreciations

AcquisitionAcquisitionAcquisitionAcquisition DepreciationsDepreciationsDepreciationsDepreciations

+ production+ production+ production+ production

accumulated accumulated accumulated accumulated totototo AdditionsAdditionsAdditionsAdditions Book valueBook valueBook valueBook value

31.12.11 31.12.10 2011 31.12.11 kEUR kEUR kEUR kEUR

I. Intangible assets 1. Industrial property rights and licences 71 54 6 11

2. Client roster 1,251 625 125 501

3. Goodwill 387 382 1 4

4. Prepayments 23 23

1,732 1,061 132 539

II. Tangible assets Operating and office equipment 136 56 28 52

1,868 1,117 160 591



Notes for Fiscal 2011

I. General

The Consolidated Accounts for 2011 were

prepared by F24 AG in voluntary compliance

with the terms of paragraphs 299 ff, German

Commercial Code (HGB).

The fiscal year for the Group and the consoli-

dated companies corresponds to the calendar

year.

II. Consolidated group

The consolidated accounts cover six compa-

nies.

All companies were fully consolidated. There

are no joint companies or affiliated companies.

The consolidated companies are as follows:

Group share

Parent companyParent companyParent companyParent company

F24 AG 100%

SubsidiariesSubsidiariesSubsidiariesSubsidiaries

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%

III. Principles of consolidation

Capital consolidation was performed in accor-

dance with Art. 301 Para. 1 Part 1 HGB (old

version), applying the book value method,

which may be retained for initial consolidation

of subsidiaries undertaken in fiscal years be-

ginning before 01.01.2010 in accordance with

Art. 66 Para. 3 Clause 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 pur-

chase of the holding.

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

useful life of the assets. Depreciations on in-

tangible 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 fixed assets were treated as imme-

diately deductible in full in the year of acquisi-

tion.

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.

Provisions

Provisions were created for all identifiable

uncertain liabilities. The amounts of the provi-

sions were calculated on the basis of reason-

able 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

statement was converted applying the average

rate.

V. Notes to the Consolidated Balance Sheet

Fixed assets

The Statement of Changes in Fixed A ssets

shows a breakdown of assets.

Receivables and other assets

Receivables and other assets have a residual

time to maturity of under one year.

Equity

Share capital is divided into 2,403,000 bearer

shares.

The Managing Board is empowered under the

resolution of the Annual General Meeting of 7

June 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 06 June 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

General Meeting of 7 June 2011 (Contingent

Capital Increase 2011/I).

Adjustment item for minority shareholders

In the period under review all shares of exter-

nal shareholders were purchased by the par-

ent company. An adjustment item for minority

shareholders was therefore unnecessary.

Adjustment item for currency conversion

This adjustment item shows differences arising

as a result of currency conversion of equity.

Liabilities

EUR 60,000 of liabilities have a residual term of

over one and up to five years. The other liabili-

ties have a residual term of under one year.

VI. Notes to the Consolidated Profit and Loss

Statement

General

The Profit and Loss Statement applied the

total cost method in accordance with Art. 275

Para. 2 HGB.

Breakdown of Net Sales

Net sales were divided into sales categories as

follows:

Net sales Share

kEUR %

Net sales FACT24 4,192.0 97.8

Net sales for audio

services 93.5 2.2

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 1

January 2010 applied the straight-line method

over a useful life of 15 years in accordance

with the right of retention under Art. 66 Para. 3

EGHGB.

The parent company's client roster was capi-

talised and depreciated using the straight-line

method over a useful life of 10 years.

VII. Other information

Managing Board

In the year of reporting, the Managing Board

comprised:

Ralf Meister, IT graduate, Munich

(Finance and IT Officer)

Christian Götz, Industrial Management gradu-

ate, Ingolstadt (Sales and Marketing, HR)

In 2011 the Managing Board received remu-

neration amounting to EUR 339,000.



Supervisory Board

The Supervisory Board members are:

Rainer Genes, Stuttgart, Vice President Pro-

duction Planning Vehicles at Mercedes-Benz

Cars - Chairman

Karl Schöpfel, Munich, management consult-

ant – Deputy Chairman

Prof. Dr. Oliver Hackl, Ingolstadt, Professor of

Trade Marketing and Organisational Manage-

ment and Division Head at Media Markt Man-

agement GmbH.

The Supervisory Board members received

remuneration to the amount of EUR 11,600 in

2011.

Employees

In the year of reporting an average of 21.1 staff

were employed.

VIII. Other financial obligations

Other financial obligations comprise leasing

agreements to an annual value of EUR 66,700. F24 AGF24 AGF24 AGF24 AG


The Managing Board

Ralf Meister Christian Götz

Shares, Financial Calendar, Credits F24 AG


Shares

ISIN: DE000A0F5WM7

Stock exchange symbol F2Y

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

2,403,000 bearer shares

Shareholders:

24% free float, 76% management

Financial Calendar

12. 12. 12. 12. June 12June 12June 12June 12

Annual General Meeting

23232323. . . . Aug 12Aug 12Aug 12Aug 12

Publication of Six-Month Report

11. 11. 11. 11. Oct 12Oct 12Oct 12Oct 12

m:access Analysts' Conference of Munich Stock Exchange, Frankfurt am Main

06. 06. 06. 06. Dec 11Dec 11Dec 11Dec 11

14. MKK – Münchner Kapitalmarkt Konferenz, Munich

Credits

Published by

F24 AG

Investor Relations

Frauenplatz 5 Registration court

D-80331 Munich Amtsgericht München (Munich District Court)

Ph: +49 89/2323638-0 Registration number:

Fax: +49 89/2323638-6 HRB 158196

Email: [email protected]; www.f24.com

Credits for diagram on page 7: http://www.flickr.com/photos/18091975@N00/5310045271/ http://www.flickr.com/photos/18091975@N00/

FACT24 - fast, secure, easy to use and global · FACT24 - fast, secure, easy to use and global F24...

Documents

Transcript of FACT24 - fast, secure, easy to use and global · FACT24 - fast, secure, easy to use and global F24...