Results for the year ended 31 December 2022

Companies

Boku, Inc (DI) Reg S Cat 3/144A (BOKU)

UK 100

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·	Revenues up 3% to $63.8 million (2021: $62.1 million) despite significant currency headwinds.
o		On a constant currency basis*, revenues were 14% higher than 2021.
o		H2 2022 revenues were 21% higher than H2 2021 on a constant currency basis
·	Adjusted EBITDA** of $20.5 million (2021: $22.9 million) at 32% Adjusted EBITDA margin despite currency headwinds and continued investment in Boku's mobile-first payment network.
·	Net Profit after tax of $28.9 million (2021: $6.3 million). The increase was largely due to the profit from discontinued operations after tax of $24.6m
·	Net profit from continuing operations before interest and tax for 2022 was $4.5 million (2021: $10.6 million) as we incurred a fair value adjustment charge of $3.47 million in relation to Amazon warrants granted in September 2022 and impaired the carrying value of the Fortumo brand by $1.26 million
·	Group cash was $116.5 million at year-end, up from $67.8 million at 30 June 2022.
o		The Group is debt free.
·	The average daily cash balance, a measure that smooths out the effect of carrier and merchant payments, was $98.8 million in December 2022, up from $63.3 million in June 2022.
·	Cash generated from operations before working capital movements during the year was $22.0 million (2021: $19.5 million).

·	28% increase to 52.3 million Monthly Active Users ("MAUs")*** in December 2022 (December 2021: 41.0 million).
·	56.7 million new users made their first payment or bundling transaction with Boku during 2022.
·	TPV**** of $8.9 billion in 2022, up from $8.2 billion in 2021 despite currency headwinds. On a constant currency basis*, TPV was 20% higher than 2021.
·	Particularly strong growth in the new Local Payment Methods ("LPMs"):
o		700% increase in volumes processed from LPMs including eWallets and account to account/real time payments, compared to 2021.
o		230% increase in MAUs of LPMs, to 3.8 million in December 2022 compared to 1.1 million in December 2021.
o		200% increase in new users of LPMs to 8.4 million in 2022 (2021: 2.8 million).

·	New multi-year global Local Payment Method contract signed with Amazon in H2 2022.
·	Launched in China on Alipay and WeChat Pay wallets for global games merchant.
·	Approximately 150 new launches in 2022 with existing and new merchants including Google, Apple, Meta, Microsoft, Amazon, Disney, Netflix, Spotify, Samsung, Sky and EA Games, through Boku's expanded mobile-first network. Of these launches, around 50 were for LPMs and more than 30 for bundling programmes.
·	Continued investment in Boku's regulated payment capabilities which now cover more than 50 markets.
·	Mobile-first payments network expanded to reach over 7.7 billion end user accounts, 45% of which are non-Direct Carrier Billing ("DCB").
·	Identity business sold to Twilio on 28 February 2022 for a maximum consideration of $32.5 million.

*	Constant currency calculated by applying the monthly average foreign exchange rates in 2021 to the actual 2022 monthly results.
**	Adjusted EBITDA is defined as: Earnings before interest, tax, depreciation, amortisation, non-recurring other income, share based payment expense, foreign exchange gains/(losses) and exceptional items (see Note 8). Management has assessed this performance measure as relevant for the user of these financial statements.
***	Monthly Active Users (MAU) data includes all users who successfully processed a payment or had an active bundle during the last month of the period.
****	TPV (Total Payment Volume) is the US$ value of transactions processed by the Boku platform and includes transactions from DCB, Bundling, eWallets and account to account/real-time payments. More bundling programmes are included in 2022 vs. prior years as these contracts switched to an ad valorem pricing model.

Boku, Inc.	+44 (0)20 3934 6630
Jon Prideaux, Chief Executive Officer
Keith Butcher, Chief Financial Officer

Peel Hunt LLP (Nominated Adviser and Broker)	+44 (0)20 7418 8900
Paul Gillam/ Tom Ballard/ James Smith

IFC Advisory Limited (Financial PR & IR)	+44 (0)20 3934 6630
Tim Metcalfe / Graham Herring / Florence Chandler	boku@investor-focus.co.uk


	Period ended	Period ended
	31 Dec	31 Dec
	2022	2021
	$'000	$'000
Gross profit	61,993	60,511
Adjusted EBITDA*	(20,464)	(22,933)
Adjusted Operating Expenses****	41,529	37,578

·	Other income of $0.8 million relates to income from Boku providing ongoing accounting services to Twilio following the sale of the Identity business to enable a smooth transition. This amount has been excluded from Adjusted EBITDA** as a non-trading, non-recurring item. (In 2021 'Other Income' of $1.08 million related to the difference between the fair value of contingent consideration relating to the acquisition of Fortumo as determined at 31 December 2020 and the actual amount paid to Fortumo shareholders. This amount was excluded from Adjusted EBITDA* as a non-trading, non-recurring item).
·	Gross margin increased to $62.0 million/97% (2021: $60.5 million/97%)
·	Depreciation and Amortisation charges decreased to $5.7 million (2021: $6.3 million)
·	Foreign Exchange movements resulted in a loss of $0.8 million (2021: $0.1 million gain)
·	Share Based Payments expense fell to $5.2 million from $6.4 million in 2021. The Share Based Payments expense comprises the IFRS 2 charge and related National Insurance expense. The current period includes the part reversal of the National Insurance accrual as the share price was lower at year end than at 31 December 2021. Boku continued with its policy of offering all staff share based awards annually. RSU and stock option charges are spread over three and four years respectively, and in line with their vesting conditions, from the date of grant. Of the $5.2 million booked in 2022, $0.3 million was paid out cash (via employer's NI), the remainder was non-cash. All comparatives are for the continuing payments business only.
·	Exceptional Items in the period were $5.1 million (2021: $0.8 million) of which:
o		$3.47 million relates to the year end fair value movement in relation to the Amazon warrants (see note 3) (2021: nil)
o		$1.26 million relates to the impairment of the intangible relating to the Fortumo domain and 'brand' which has now been discontinued (2021: nil)
·	The balance of $0.3 million is mainly charitable donations (2021: 0.01 million). Financing expenses remained largely the same at $0.7 million in 2022 (2021: $0.8 million). These costs relate to Interest on leases and bank loans/overdraft. Although the loan taken to finance the Fortumo acquisition was repaid in full on 28 February 2022 from the proceeds of the sale of Boku's Identity division, the amortisation of the amount on the statement of financial position relating to costs of setting up the loan were accelerated when the loan was repaid.
·	Tax credit of $0.2 million in the year (2021: $1.9 million credit). Please see Note 12 for details.

·	Closing cash balances were $116.5 million at the end of 2022 (including restricted cash balances of $17.0 million) up from $62.4 million on 31 December 2021. This includes proceeds from the disposal of Boku's Identity division on 28 February 2022 to Twilio, which were used to pay down remaining bank debt with Citibank of $8.1 million. Boku also has a Revolving Credit Facility ("RCF") of £10.0 million with Citibank. At year end the RCF facility had not been drawn down.
·	The average daily cash balance, a measure which smooths out the effect of carrier, eWallet and merchant payments, were $98.8 million in December 2022 (December 2021: $50.8 million) up from $63.3 million in June 2022 (unaudited).
·	Deferred tax assets of $3.4 million were recognised at 31^st December 2022 (compared to $3.1 million at 31 December 2021). This reflects a re-appraisal of the usability of certain tax losses and future transaction volumes through its US and UK incorporated entities.
·	From a working capital perspective, Current Assets exceeded Current Liabilities at 31 December 2022 by $54.4 million compared with $22.9 million at the 2021 year end.
·	Intangible Assets were $56.2 million as at 31 December 2022, compared to $63.1 million at 31 December 2021 due to amortisation of certain intangibles and disposal of the Identity business. The Payment s CGU (cash generating unit)was assessed using discounted cashflows and determined that no impairment was needed.
·	Other intangibles and goodwill - the Fortumo brand and domain name which was separately valued as part of the PPA work at the time of the acquisition of Fortumo in July 2020 and included in intangibles, has been written down from $1.26 million to zero ($1.44 million at 31 December 2021 less amortisation of $0.18 million) as the Fortumo brand is no longer being used internally or externally. We assessed remining other intangibles and goodwill for impairment and deemed that no impairment exists at 31 December 2022.



	31-Dec	31-Dec
	2022	2021
	$'000	$'000
Goodwill	41,733	45,379
Fortumo domain name, trade marks etc	-	1,441
Other intangibles	14,497	16,297
Intangible assets	56,230	63,117


"The world needs unreasonable men. The reasonable man adapts himself to the world; the unreasonable one persists in trying to adapt the world to himself. Therefore all progress depends on the unreasonable man"
George Bernard Shaw.

·	A focus on the needs of global merchants
·	Customised integrations to payment issuers
·	Deep analysis and optimisation to improve outcomes

		Year ended 31 December	Restated* Year ended 31 December
		2022	2021
Continuing operations	Note	$'000	$'000
Revenue	7	63,764	62,082
Cost of sales		(1,771)	(1,571)
Gross profit		61,993	60,511
Other Income (non-recurring)**		755	1,080
Administrative expenses	8	(58,212)	(50,951)
Operating profit analysed as:
Adjusted EBITDA***		20,464	22,933
Other Income (non-recurring)**		755	1,080
Depreciation and amortisation****	8	(5,663)	(6,251)
Share based payment expense****	24	(5,165)	(6,414)
Foreign exchange (losses)/gains****	8	(796)	115
Exceptional items - Impairment of intangible assets****	8	(1,264)	-
Exceptional items****	8	(3,795)	(823)
Operating profit		4,536	10,640
Finance income	11	201	22
Finance expense	11	(675)	(770)
Profit before tax from continuing operations		4,062	9,892
Tax credit	12	237	1,882
Net profit from continuing operations		4,299	11,774
Discontinued operations
Net profit/(loss) from discontinued operations after tax	6	24,605	(5,505)
Total profit for the year		28,904	6,269
Other comprehensive losses net of tax Items that will or may be reclassified to profit or loss
Foreign currency loss on translation of foreign operations		(3,576)	(2,407)
Total other comprehensive loss for the year		(3,576)	(2,407)
Total comprehensive income for the year attributable to equity holders of the parent company		25,328	3,862
Earnings per share - Total
Basic EPS	13	0.09690	0.02133
Diluted EPS ($)		0.09338	0.02057
Earnings per share - from continuing operations
Basic EPS	13	0.01441	0.04005
Diluted EPS ($)		0.01388	0.03863

		31 December	31 December
		2022	2021
	Note	$'000	$'000
Non-current assets
Property, plant and equipment	14	696	669
Right of use assets	14	3,662	5,001
Intangible assets	15	56,230	63,117
Warrant contract asset	5(a)	1,711	-
Deferred tax assets	12	3,383	3,105
Total non-current assets		65,682	71,892
Current assets
Trade and other receivables	17	90,080	82,557
Financial asset at fair value through profit or loss	5	5,600	-
Cash and cash equivalents - unrestricted	18	99,551	56,651
Cash and cash equivalents - Restricted cash	18	16,962	5,789
Total current assets		212,193	144,997
Total assets		277,875	216,889

Current liabilities
Trade and other payables	20	156,263	119,641
Current tax payable		222
Bank loans and overdrafts	21	-	1,125
Lease liabilities	19	1,277	1,335
Total current liabilities		157,762	122,101
Non-current liabilities
Other payables	20	1,194	1,700
Deferred tax liabilities		-	456
Warrant liability	25	5,206	-
Bank loans	21	-	6,688
Lease liabilities	19	2,272	3,498
Total non-current liabilities		8,672	12,342
Total liabilities		166,434	134,443

Net assets		111,441	82,446
Equity attributable to equity holders of the company
Share capital	22	29	29
Share premium		252,385	246,883
Foreign exchange reserve		(6,290)	(2,714)
Treasury share reserve		(1,835)	-
Retained losses		(132,848)	(161,752)
Total equity		111,441	82,446

Jon Prideaux		Keith Butcher
Chief Executive Officer		Chief Financial Officer

	Share capital	Share premium	Treasury shares reserve	Foreign exchange reserve	Retained losses	Total Equity
	$'000	$'000	$'000	$'000	$'000	$'000
Equity as at 1 January 2021	29	240,053	-	(307)	(168,021)	71,754
Profit for the year	-	-	-	-	6,269	6,269
Other comprehensive loss	-	-	-	(2,407)	-	(2,407)
Issue of share capital upon exercise of 6,751,318 stock options and RSUs	-	1,146	-	(37)	-	1,109
Share based payments expense	-	5,434	-	-	-	5,434
Issue of RSU's related to Fortumo acquisition	-	250	-	37	-	287
Equity as at 31 December 2021	29	246,883	-	(2,714)	(161,752)	82,446
Profit for the year	-	-	-	-	28,904	28,904
Other comprehensive loss	-	-	-	(3,576)	-	(3,576)
Issue of share capital upon exercise of 6,751,318 stock options and RSUs	-	470	-	-	-	470
Share based payment expense	-	5,032	-	-	-	5,032
Purchase of treasury shares	-	-	(1,835)	-	-	(1,835)
Equity as at 31 December 2022	29	252,385	(1,835)	(6,290)	(132,848)	111,441

·	IFRS 1: Subsidiary as a First-time Adopter (FTA)
·	IFRS 9: Fees in the '10 per cent' Test for Derecognition of Financial liabilities
·	IAS 41: Taxation in Fair Value Measurement

1.	it is technically feasible to develop the product to be used or sold;
2.	there is an intention to complete and use or sell the product;
3.	the Group is able to use or sell the product;
4.	use or sale of the product will generate future economic benefits;
5.	adequate resources are available to complete the development; and
6.	expenditure on the development of the product can be measured reliably.

-	there is a change in the lease term,
-	a change in the assessment of whether the lessee is reasonably certain to exercise an option to purchase the underlying asset or
-	a change in floating interest rates, resulting in a change in the future lease payments (this approach is consistent with IFRS 9's requirement for the measurement of a floating rate financial liabilities subsequently measured at amortised cost)

Warrant Contract Asset
	$USD
Initial recognition of warrant contract asset (16 September 2022)	1,755,640
Change in number of warrants expected to vest	(19,862)
Amortisation to revenue	(24,824)
Closing balances (31 December 2022)	1,710,954

·	the initial recognition of goodwill;
·	the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and
·	investments in subsidiaries where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

·	the same taxable group company; or
·	different company entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets and liabilities are expected to be settled or recovered.

i)	Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Revenue is translated using the average monthly rates.
ii)	Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date.
iii)	Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined.
iv)	Non-monetary items that are measured based on historical cost in a foreign currency are translated at te exchange rate at the date of the transaction.
v)	Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the reporting period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement within administrative expenses.
vi)	Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments (including purchased intangible assets) to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the closing rate.

i)	Assets and liabilities for each Consolidated statement of financial position presented are translated at the closing rate at the date of that Consolidated statement of financial position.
ii)	Income and expenses for each Consolidated statement of comprehensive income item are translated at average exchange rates ; and
iii)	All resulting exchange differences are recognised in the other comprehensive income and as a separate component of equity (foreign exchange reserve).

	31 Dec 2022	31 Dec 2021
Financial assets - amortised cost	$'000	$'000
Cash and cash equivalents	99,551	56,651
Restricted cash	16,962	5,789
Total Cash	116,513	62,440

Other financial assets at amortised cost
Accounts receivable (net)	86,210	78,606
Other receivables	526	484
Total other financial assets	86,736	79,090
Cash and other financial assets at amortised cost	203,249	141,530

Financial assets at FV through profit and loss
Holdback receivable asset	5,600	-
Total financial assets at FV through profit and loss	5,600	-

	31 December 2022	31 December 2021
Financial liabilities - amortised cost	$'000	$'000
Trade payables	119,051	94,152
Accruals	35,550	23,375
Total other financial liabilities	154,601	117,527

Bank loans (secured)	-	7,813
Lease liabilities	3,549	4,833
Loans and borrowings	3,549	12,646
Financial liabilities - amortised cost	158,150	130,173

Financial liabilities at Fair Value through profit and loss
Derivative financial liability (Amazon warrant liability) Level 3	5,206	-
Total financial liabilities at Fair Value through profit and loss	5,206	-


Financial Liability	$ USD
Initial recognition of contract liability (16 September 2022)	(1,755,640)
Change in number of warrants expected to vest	19,862
Change in fair value of warrants	(3,470,333)
Warrants exercised	-
Closing balances (31 December 2022)	(5,206,111)

	31 December 2022	31 December 2021
	Increase/(decrease) of loss before tax and net assets	Increase/(decrease) of loss before tax and net assets
	$'000	$'000
Bank loans	-	+81

	Euro		GBP		Other		Total
31 December 2022	$'000		$'000		$'000		$'000

Trade and other receivables	23,113		12,242		46,900		82,255
Cash and cash equivalents and restricted cash	21,284		8,521		32,225		62,030
Trade and other payables	(49,100)		(16,877)		(68,917)		(134,894)
Financial assets/(liabilities)	(4,703)		3,886		10,208		9,391
10% impact - +/-	(523)		432		1,135		1,044

		Euro		GBP		Other		Total
31 December 2021		$'000		$'000		$'000		$'000

Trade and other receivables		28,352		12,399		34,500		75,251
Cash and cash equivalents and restricted cash		14,268		9,849		23,511		47,628
Trade and other payables		(47,757)		(18,934)		(45,006)		(111,697)
Financial assets/(liabilities)		(5,137)		3,314		13,005		11,182

10% impact - +/-		(571)		368		1,445		1,242

31-Dec-2022	< 60 days	61-90 days	91-150 days	> 150 days	Total

Expected credit loss % range	0%	0%	0%	95%-100%
Gross carrier receipts ($'000)	84,792	1,384	34	1,238	87,448
Expected credit loss rate ($'000)	-	-	-	(138)	(138)

Results for the year ended 31 December 2022

CEO Statement

LPMs: A fragmented market

Mobile-first payment network

Focus on big merchants

Boku People

How do we compete in the Big Pond?

What have been the results?

Accelerating growth

If growth is good in good times; it's better in bad

New sectors

Outlook

Chief Financial Officer's Report

Strong underlying growth and key global merchant wins

Strategic Report

Knowing the real job that the customer wanted done

Order out of chaos

Growth on DCB steady and predictable

The growth of Local Payment Methods ("LPMs")

Standardisation: the motor of growth for cards

Relative decline: The unnoticed eclipse of cards

Growth of Account to Account ("A2A")

Global companies need local payments

Two Markets: commoditised cards, fragmented Local Payment Methods

Investment in new capabilities

Boku's Strategy

Sales strategy:

Mobile-first network strategy

Operations strategy

Starting to show through in the numbers

FINANCIAL STATEMENTS

BOKU, INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

BOKU, INC.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

BOKU, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

BOKU, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

BOKU, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Companies

UK 100

Latest directors dealings

31-Dec-2021	< 60 days	61-120 days		121-150 days	> 150 days	Total

Expected credit loss % range	0%		0%	0%	95%-100%
Gross carrier receipts ($'000)	77,775		491	340	756	79,362
Expected credit loss rate ($'000)	-		-	-	(149)	(149)

31 December 2022	Within 1 year	2-5 years	More than 5 years
	$'000	$'000	$'000
Trade and other payables	154,379	-	-
Financial liability (Amazon warrant liability)	-	-	5,206
Leases liabilities	1,427	2,407	-
Total	155,806	2,407	5,206

Discontinued operations	2022 (2 months) Identity	2021 (12 months) Identity
	$'000	$'000
Fee Revenue	1,153	7,083
Cost of sales	(719)	(4,162)
Gross Profit	434	2,921
Administrative Expenses	(1,541)	(8,426)
Operating loss analysed as:
Adjusted EBITDA	(652)	(2,894)
Depreciation and amortisation	(238)	(1,236)
Share based payments expense	(163)	(977)
Foreign exchange losses	(54)	(249)
Exceptional items (included in administrative expenses)	-	(149)
Operating profit/(loss)	(1,107)	(5,505)
Profit on disposal	26,614	-
Disposal costs	(1,408)	-
Share based payments expense reversed	506	-
Total Profit/(Loss) before tax on disposal of Identity business	24,605	(5,505)
Tax	-	-
Net profit/(loss) for the period attributable to equity holders of the parent company	24,605	(5,505)

		31 Dec 2022 $'000

Total consideration received in the year		26,761
Financial asset through profit and loss - holdback receivable		5,600
Working capital adjustment		156
Total consideration		32,517

Assets and liabilities disposed of:

Assets
Goodwill	2,784
Intangible assets	2,278
Cash	371
Trade and other receivables	1,547
Total Assets disposed of	6,980

Liabilities

Trade payables	780
Other payables	297
Total liabilities disposed of	1,077

Net assets and liabilities disposed of		5,903
Taxation		-
Profit on disposal of discontinued operation after tax		26,614
Disposal costs in the year		(1,408)
Loss from discontinued operations in the year		(601)
		(2,009)
Total Profit from discontinued operations		24,605

Group Revenue by Region	Continuing Operations Payments
'$ 000 USD	Dec-22 YTD	%
Americas	628	1.0%
APAC	36,167	56.7%
EMEA	26,969	42.3%
Grand Total	63,764	100.0%

Group Revenue by Region	Continuing operations Payments
' $000 USD	Dec-21 YTD	%
Americas	3,018	4.9%
APAC	33,444	53.9%
EMEA	25,620	41.2%
Grand Total	62,082	100.0%

		Restated*
	2022	2021
	$'000	$'000
Audit fees - fees payable to group company's auditors for the audit of the consolidated financial statements and UK subsidiaries - BDO LLP	394	359
Audit fees of the financial statements of the company's subsidiaries - BDO firms	129	138
Audit fees - non-BDO - subsidiaries audits	31	-
Fees payable to companies group auditors for other audit related assurance services - BDO LLP half year review	64	27
Fees payable to companies auditors for other audit related assurance services BDO Singapore	12	-
Total audit fees and audit related assurance services	630	524
Taxation services (not performed by auditor)	287	142
Professional services not performed by auditor	146	113
Consultancy and compliance services	872	1,238
Staff costs (excluding share based payments expense - note 10)	30,945	28,687
Travel & entertainment	1,157	355
Property occupancy costs	1,239	1,160
IT, development and hosting	4,290	3,211
Banking costs	469	495
Legal fees	856	864
Other costs including marketing, support & testing and other administration expenses	638	789
Operating Expenses, excluding items in Adjusted EBITDA	41,529	37,578
Depreciation of property, plant and equipment	2,032	2,242
Amortisation of intangible assets	3,631	4,009
Foreign exchange loss	796	(115)
Exceptional items	3,795	823
Exceptional Items - Impairment of Fortumo domain name	1,264	-
Share - based expenses (note 24)	5,165	6,414
Total administrative expenses	58,212	50,951

Deferred Tax
	2022	2021
	$'000	$'000
Net opening position	2,649	253
Net recognition in the year	733	2,359
Foreign exchange revaluation	1	37
Net closing position	3,383	2,649

o	A deferred tax liability at 31 December 2022 is Nil (2021: $456,097). The prior year deferred tax liability which related to tax positions connected with the Boku Inc UK fixed temporary differences.
o	The deferred asset of $3,383,489 (2021: $3,105,382) relates primarily to the recognition of the US and UK available losses which management believe that can be utilised within the next two years. Each year the management assess the usability of the deferred assets.