TIDMBOKU

RNS Number : 9055K

Boku Inc

07 September 2021

Boku, Inc.

("Boku" or the "Company" and, together with its subsidiaries, the "Group")

Interim results for the six months ended 30 June 2021

Strong performance across the Group

Boku, a leading global mobile payment and mobile identity company, is pleased to announce the following unaudited interim results for the six months ended 30 June 2021.

Highlights

Group

 
      --          Group Revenues for H1 2021 up 38% to $34.2 million (H1 2020: 
                   $24.7 million*) 
              o     Organic Group revenue growth strong at 21.0% (excluding acquired 
                     Fortumo revenues) 
      --          Group Adjusted EBITDA(**) for H1 2021 of $10.3 million is 61% 
                   higher than H1 2020 (H1 2020: $6.4 million) 
      --          Operating Profit increased to $2.3 million for H1 2021 (H1 2020: 
                   $0.2 million) 
      --          Net Profit before tax increased to $1.9 million (H1 2020: $0.09 
                   million) 
      --          Twelve-month earnout period relating to the 2020 acquisition 
                   of Fortumo Holdings Inc ("Fortumo") completed on 30 June 2021. 
                   $5.4 million has been held in escrow during the earnout period. 
              o     The earnout payment, based on Fortumo Adjusted EBITDA** performance 
                     for the 12 months period ended 30 June 2021, is expected to 
                     be $2.16 million, subject to final confirmation, which will 
                     be paid to Fortumo's former shareholders by 5 October 2021, 
                     with the balance of $3.24 million returned to Boku. 
      --          Group cash of $48.6 million at 30 June 2021 (30 June 2020: $36.2 
                   million***) 
              o     $11.25 million of the $20.0 million debt used to acquire Fortumo 
                     paid down by 30 June 2021 with $3 million of the revolver 
                     and $0.9 million of the term loan paid down since the year 
                     end. 
      --          The average daily cash balance - a measure which smooths out 
                   the effect of carrier and merchant payments, was $38.0 million 
                   in June 2021 (June 2020: $25.7 million) 
 
 

Payments division

 
    --            H1 2021 Payments revenue increased by 40% to $30.7 million 
                   (H1 2020: $22.0 million) 
              o     Organic Payments revenue* growth of 20% to $26.3 million 
                     (excluding Fortumo revenues acquired 1 July 2020) compared 
                     to $22.0 million in H1 2020 
    --            Payments Adjusted EBITDA (**) increased by 33% to $11.2 million 
                   (H1 2020 $8.4 million (*) ) 
    --            Total Payment Volume ("TPV")**** of $4.0 billion in H1 2021, 
                   an increase of 29% on H1 2020 ($3.1 billion) 
    --            20.8 million new users made their first transaction with the 
                   Group during the first half of the year, 91% up on the same 
                   period in the previous year (H1 2020) 
              o     At Group level the number of new users increased materially 
                     due to the inclusion of transactional merchants from Fortumo; 
                     excluding Fortumo data, new users increased by 8% to 11.7 
                     million 
    --            29.7 million Monthly Active Users ("MAU") of the Boku platform 
                   in June 2021 (June 2020: 20.3 million), a 46% increase. 
              o     Organic growth in Monthly Active Users (excluding Fortumo) 
                     of 28% 
    --            H1 2021 take rate (Total Payments revenue divided by TPV) stable 
                   at 0.77%, in line with H2 2020 (including Fortumo volumes) 
    --            Launches in H1 2021 with Google, Netflix, Apple, DAZN, Spotify, 
                   Epic Games, Amazon, Riot Games and Tinder across both Direct 
                   Carrier Billing ('DCB') and eWallets. 
    --            Boku has materially expanded its regulated payment activities 
                   and is currently authorized to process regulated payments in 
                   49 countries in Europe and Asia. 
 
 

Identity division

 
    --   Identity revenues increased by 30% to $3.5 million in H1 2021 
          (H1 2020: $2.7 million) and Adjusted EBITDA** losses reduced 
          to $0.9 million from H1 2020 ($2.3 million loss), in line with 
          the Board's expectations. H2 2021 costs expected to increase 
          as further investment is made. 
    --   Identity connections added in Spain, Italy and Indonesia, together 
          with a strengthening of the global partnership with Vodafone 
          Group 
    --   Strong growth from key existing customers complemented by a 
          ramp up in transaction volumes from new mobile wallet customers 
          in Indonesia 
 
 
 *       2020 H1 comparative excludes any revenues from Fortumo Holdings 
          Inc ('Fortumo') which was acquired on 1 July 2020 
 **      Adjusted EBITDA (Earnings before interest, taxation, depreciation 
          and amortization): Adjusted for stock option expenses, Forex 
          gains/losses, Exceptional items and 'other income' item in 2021. 
          See reconciliation to profit per the income statement 
 ***     Comparative group cash balance at 30 June 2020 of $80.7 million 
          included $44.5 million of cash held to pay for the acquisition 
          of Fortumo on 1 July 2020. Excluding this cash, the balances 
          were $36.2 million 
 ****    TPV is the US$ value of transactions processed by the Boku platform 
 *****   Adjusted operating expenditure is Gross Profit less Adjusted 
          EBITDA 
 

Jon Prideaux, Boku's CEO, commented :

"Our short run performance has been strong, we think our long-term future is brighter still. With positive momentum in both the Payments and Identity businesses, I am confident in our ability to meet the revised, increased expectations over the full year."

Enquiries:

 
 Boku, Inc. 
  Jon Prideaux, Chief Executive Officer           +44 (0)20 3934 
  Keith Butcher, Chief Financial Officer           6630 
  Peel Hunt LLP (Nominated Adviser and Broker)     +44 (0)20 7418 
   Edward Knight / Paul Gillam / Nick Prowting      8900 
  IFC Advisory Limited (Financial PR & IR) 
   Tim Metcalfe / Graham Herring / Florence        +44 (0)20 3934 
   Chandler                                         6630 
 

Notes to Editors

Boku Inc. (AIM: BOKU) is a leading global provider of mobile payment and identity solutions. Its Mobile First Payments Network 'M1ST' features 330+ mobile payment methods, including mobile wallets, direct carrier billing, and real-time payments schemes, reaching 5.7 billion mobile payment accounts in 90 countries - all through a single integration.

Customers that trust Boku to simplify sign-up, acquire new paying users and prevent fraud include global leaders such as Apple, Facebook, Google, Microsoft, Netflix, PayPal, Sony, Spotify and Tencent.

Boku Inc. was incorporated in 2008 and is headquartered in London, UK, with offices in the US, India, Brazil, China, Estonia, France, Germany, Indonesia, Japan, Singapore, Spain, Taiwan and Vietnam.

To learn more about Boku Inc., please visit: https://www.boku.com .

Chief Executive Officer's Report

Into the M1ST

The Language of Selling

Willy Brandt the German Chancellor once said, "If I'm selling to you, I speak your language. If I'm buying dann müssen sie Deutsch sprechen". It's all very well to take your Visa card when you go on holiday to Thailand, but, if you want to sell to Thais, accepting Visa is not enough, you need accept PromptPay, Rabbit LinePay and TrueMoney. That's how they want to pay.

Since 2009, approximately 1.7 billion people have joined the global middle class and every year approximately 160 million more join them. These people, this new middle class, are to be found mostly in Asia, but also in the Middle East, Africa and Latin America. In some respects they are like the traditional middle class - they want to accumulate the same consumer goods, wear the same branded clothes and get the latest gadgets and services. Their accumulation of this stuff will be the prime motor of global growth - it's estimated that whilst middle class spending in North America, Europe and Japan will grow by an average of 0.5% per year, the new middle class will increase their spending by 6% annually.

Whilst the new middle class want the same things, they are also different: they are Mobile First (or M1ST). This new middle class, which we at Boku call the M1ST consumers, did not come to the internet through the keyboard and the PC, they tapped on the glass screen of a smartphone. 45% of consumers in the key emerging markets have such devices. Importantly for our business, though, they don't tend to pay with credit cards - card ownership is only approximately 10%.

In China, for example, in 2020, 72% of all online spending was on mobile wallets, specifically Alipay and WeChatPay. Credit and debit cards combined accounted for just 17%. Globally mobile wallets are the most used way that people buy things online, with the 50% point passed in 2020. Wallets are also the most popular payment method for the M1ST consumer. What's true in China is also the same in India, with mobile wallets accounting for more payments than cards. But India also illustrates another phenomenon: the growth of Real Time Payments ("RTP"). India's UPI (Universal Payment Interface) is the world's biggest RTP network; Thailand with PromptPay and Brazil with PIX are other examples of countries that have rapidly adopted such methods. Local payment methods are complex, fragmented and unstandardised.

So what are merchants to do? The old playbook of supporting international business on the back of Visa, MasterCard and perhaps Amex and PayPal will no longer hack it. To reach the M1ST consumer they need to accept the payment methods that they use.

It's the hard that makes it great

In the 1992 film A League of Their Own, the character of Jimmy Duggan, a baseball coach (played by Tom Hanks) says to a player: "It's meant to be hard. If it was easy everyone would do it. It's the hard that makes it great".

Boku started its business by providing Direct Carrier Billing ("DCB") services and we have emerged as the market leader, with a profitable growing cash generative business. It was hard to do. It took a decade and considerable expenditure. To grow the Company further we have also been focusing on implementing other more mainstream payment methods like e-Wallets and Real Time Payments.

Connecting to these different payment methods is not easy either. There are no standards to follow. The tax, commercial and regulatory issues are complex. To operate, a provider needs the right combination of entities, licences, knowledge and infrastructure. Merchants come to Boku because we provide these, and through us they can access the consumers that they can't reach any other way and will pay a premium over cards to do so. Because it's hard.

With Boku now expanded beyond DCB, we now support a total of 330 payment methods in 89 countries. We call it the M1ST or Mobile First Network. On Boku's M1ST network, users can be reached through both eWallets and Real Time Payments, not just through mobile operators. We have also implemented a unique multi-jurisdictional regulatory framework, with appropriate licences obtained allowing regulated payments to be processed in 49 countries. The M1ST network allows us access to a Total Addressable Market (TAM) conservatively estimated at 20 times that for DCB alone.

This is the Big Pond in which we are now swimming.

We differentiate ourselves through our mobile expertise and by focusing on the consumer. We support the payment methods that the M1ST consumer uses. With our decade-long heritage in supporting mobile payments, we are well qualified to provide excellent solutions for merchants looking to reach these high growth consumers.

That mobile expertise is reflected in our dominance of Direct Carrier Billing. It's a hard payment method to master, yet it's one in high demand from merchants. DCB was the first mobile-first payment method. Being the master of this technology has given us payment connections to all of the planet's leading digital companies. Apple, Amazon, Epic Games, Facebook, Google, Microsoft, Netflix, Sony, Spotify, Tencent: all of them use Boku. We have the most complete set of digital content merchants of any payment provider.

Our challenge now having landed these customers is to expand the relationships to achieve their potential. We need to cross sell other M1ST payment methods. We've made a good start with a number of merchants, including four of our tier one merchants, using Boku for non DCB payment services, a figure that will grow over the coming months.

The average international Boku merchant today uses about 30 out of the 330 potential payment methods available worldwide through Boku. To make a connection requires bespoke work, through investment we will implement new tools that allow us to connect merchants and payment methods more quickly.

In summary, our strategy is to build the best network for reaching M1ST consumers, in our selected countries. We will go wide enough to cover the critical payment methods and deep enough to solve problems that others do not; these deep connections will attract new merchants. Once landed we must expand their usage of our network and, to do that, we must develop our systems to be plug and play.

Wide and Deep; Land and Expand; Plug and Play.

We have built this strategy on a firm foundation of delivery over our life as a public company, during which time we have consistently grown revenues and Adjusted EBITDA**.

This six-month period has been no different. The fundamental strengths of our model have shown through with strong performance in both divisions.

In Identity, revenues increased by 30% to $3.5 million on the back of increases in both the core market of North America and also internationally, especially within Asia, where mobile wallets are using Boku's Authenticate service to confirm the phone numbers of users. New connections have also been launched in UK, France, Spain, Italy and Germany.

The Payments business, accounting for about nine tenths of the Group's revenues and all of its profits, has performed particularly well. Considering that the comparison is to the first half of 2020, when the initial COVID lockdowns stimulated demand for digital services, an organic year-on-year revenue growth rate of 20% is a creditable performance. The Fortumo Holdings Inc business ('Fortumo'), acquired in July 2020, performed in line with expectations, but below the top end of the challenging Adjusted EBITDA** earnout target.

Launches have been made across a wide variety of customers including Amazon, Apple, Tinder, DAZN, Netflix, Spotify, Google and Epic Games.

Payment volumes increased to $4.0bn in the half year and, most importantly, the number of monthly active users of our services increased by 28% on an organic basis against the first half of 2020 and by a whopping 46% when you include Fortumo users. The number of new users also increased, with just under 21 million users making their very first transaction at a Boku Group platform. Once again, this figure is flattered by the contribution from Fortumo - nevertheless the organic growth in new users was 8%.

These improving non-financial KPIs have fed through to improved financial performance in the half year. More detail is provided in the CFO report, but I am pleased to report revenues up 38% to $34.2 million (20% growth on an organic basis). Group Adjusted EBITDA**was also up by 61%. These results generate the funds that we will need to continue our journey in the Big Pond.

Outlook

Our short run performance has been strong, we think our long-term future is brighter still. With positive momentum in both the Payments and Identity businesses, I am confident in our ability to meet the revised, increased expectations over the full year.

Jon Prideaux

Chief Executive Officer

6 September 2021

Chief Financial Officer's Report

The first half of 2021 was a strong period for Boku with revenues and Adjusted EBITDA** increasing in both its Payments and Identity divisions.

Our Payments division again performed strongly with organic growth increasing by 20% when compared to the same period in 2020 as we saw growth from existing and new DCB and e-wallet connections to international merchants. When Fortumo revenues are added (Fortumo was acquired on 1 July 2020) that revenue growth increased to 40%. Fortumo has performed well since we acquired the business on 1 July 2020 which consolidated our dominance in the carrier billing market. It's more SME focused merchant base and platform complements Boku's focus on the world's largest digital merchants. Fortumo's platform and relatively low-cost Estonian base will allow the Group to grow its headcount to take advantage of the many opportunities in front of us, at a lower cost than prior to the acquisition.

Boku's Identity division also performed strongly with revenues growing by 30% and Adjusted EBITDA** losses continuing to reduce to $0.9 million. The business had primarily a US footprint when acquired and we are particularly pleased to see the growth coming from new merchants in markets outside of the US as the supply network we have been building out begins to bear fruit.

The strong revenue growth from both divisions, up 38% to $34.2 million (2020 H1: $24.7 million) has resulted in 61% growth in Group Adjusted EBITDA** in H1 2021 to $10.3 million (H1 2020: $6.4 million) and we report an increased net profit before tax of $1.9 million and strong operating cashflows of $8.4 million before working capital movements - see note 7. Cash used in operations of $8.9 million (after working capital movements) is primarily due to timing (cash collected early from carriers in prior period and paid to merchants in current period).

Financial review - Strong revenue and Adjusted EBITDA** growth in both divisions

Group Income Statement to Adjusted EBITDA**

We are pleased to report another significant increase in Group Revenues up 38% to $34.2 million and Adjusted EBITDA**, up 61% to $10.3 million for the first half of 2021, (H1 2020: $6.4 million).

Group revenues for H1 2021 included a full six months of Fortumo revenues (acquired 1 July 2021). Excluding Fortumo revenues, growth was 21% higher than the same period in 2020 (H1 2020 $24.7 million).

Group Adjusted operating expenditure***** of $21.0 million for H1 2021 is higher than H1 2020 due to the inclusion of Fortumo costs, additional headcount in Sales and Operations along with annual pay rises and slightly higher platform costs as we completed our migration from two physical data centres into a cloud based environment (AWS). Identity payroll costs remained low in H1 2021 as the business refined its headcount base but are expected to rise modestly in H2 2021. Coronavirus restrictions again kept our travel and entertainment and marketing spend down, which we expect to return to pre-pandemic levels in the longer term.

Payments division

Payments division revenues, including Fortumo revenues (acquired 1 July 2020) increased 40.0% to $30.7 million.

Excluding Fortumo revenues, the Payments division revenues increased by 20.0% to $26.3 million (H1 2020 $22.0 million). Total Payment Volume ("TPV")**** increased by 29% to $4.0 billion (H1 2020: $3.1 billion). Gross margin of 95.9% remains high, but was slightly lower than H1 2020 as we included Fortumo revenues which have a slightly lower gross margin. These results were driven by a 46% increase in monthly active users to 29.7 million as we completed multiple new connections with major merchants worldwide in H1 2021 for both carrier billing and e-Wallets.

Average weighted take rate (revenue divided by TPV) for Payments were broadly stable with H2 2020 rates at 0.7%, if we exclude Fortumo. The addition of Fortumo revenues, who's merchants primarily operate on the higher take rate settlement model helped marginally raise the take rate. Since IPO, Boku has not reduced its rates to any of its merchants nor has it lost a material merchant or connection.

Adjusted Operating expenditure***** increased as we added Fortumo costs, but also invested in operational headcount, sales and marketing, however operational leverage remains strong and, as a result, Payments Adjusted EBITDA** increased by 33% to $11.2 million (H1 2020: $8.4 million). This investment is expected to continue in H2 and into 2022.

Fortumo earnout

Boku completed the acquisition of DCB payments company Fortumo Holdings Inc ('Fortumo') on 1 July 2020, consolidating Boku's leading position in the global DCB payments market, for a maximum consideration of $45.0 million (enterprise value $41.0 million net of acquired cash). $5.4 million of this consideration was placed into an escrow account and was subject to Fortumo meeting earnout targets.

The earnout payment, based on Fortumo Adjusted EBITDA** performance for the 12 month earnout period ended 30 June 2021, is expected to be $2.16 million, subject to final confirmation, which will be paid to Fortumo's former shareholders by 5 October 2021, with the balance of $3.24 million returned to Boku. The maximum earnout target was a 'stretch target' Adjusted EBITDA**, considerably higher than Fortumo was expected to achieve and which the market was guided to.

The excess amount repayable to Boku over the fair value on the Balance Sheet at 31 December 2020 of $1.08 million has been shown as 'Other Income' in the Income Statement. It has been excluded from Adjusted EBITDA** as a non-trading, non-recurring item.

Fortumo primarily focuses on providing mobile payment solutions to over 400 small-to-medium sized enterprises, but also services larger merchants including Google, Amazon, Epic and Tencent.

Identity division

Identity revenues recovered strongly in the first half, growing 30% to $3.5 million (H1 2020: $2.7 million) as we saw strong growth from key existing customers complemented by a ramp up in transaction volumes from new mobile wallet customers in new geographies such as Indonesia. We continued to build out Identity supply with new connections added in Spain, Italy and Indonesia, together with a strengthening of the global partnership with Vodafone Group.

A djusted operating expenditure***** for Identity remained low in H1 2021 due to continued low travel and marketing spend as a result of the COVID 19 pandemic although we expect H2 2021 operating expenses to be higher as we continue to invest in the business. The strong revenue growth and low-cost base resulted in a significantly reduced Adjusted EBITDA** loss of $0.9 million, (2020: $2.0 million Adjusted EBITDA** loss). In light of the EBITDA loss, an impairment review was performed which indicated that that no impairment was needed for the Identity CGU.

Adjusted Operating Expenditure*****

 
                                         Unaudited               Unaudited 
                                      Period ended            Period ended 
                                            30-Jun                  30-Jun 
                                              2021                    2020 
                                             $'000                   $'000 
 Gross profit                               31,279                  22,448 
  Adjusted EBITDA**                       (10,308)                 (6,441) 
 Adjusted Operating Expenditure             20,971                  16,007 
                                  ----------------  ---------------------- 
 

Group Operating Profit

Group Operating Profit for H1 2021 improved by $2.1 million to $2.3 million compared to $0.2 million for the same period in 2020. This can be broken down as follows:

-- Other income of $1.08 million relates to the difference between the fair value of contingent consideration as determined at 31 December 2020 (Annual report note 26: $3.24 million) and the actual amount now agreed to be paid to Fortumo shareholders of $2.16 million. This amount has been excluded from Adjusted EBITDA** as a non-trading, non-recurring item.

-- Foreign Exchange movements resulted in a small loss of $0.04 million (H1 2020: $0.2 million gain)

-- Stock Option Expenses increased to $5.3 million from $3.0 million in H1 2020 as Boku issued Restricted Stock Units ("RSUs") to newly joined Fortumo staff for the first time in the period in line 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.

-- Exceptional Items in the period were $0.03 million (2020: $0.9 million). The H1 2020 comparative costs were primarily related to the acquisition of Fortumo which completed on 1 July 2020.

-- Financing expenses increased to $0.370 million in 2021 (2020: $0.164 million) primarily due to interest on the $20.0 million loans used to finance the Fortumo acquisition which were taken out on 30 June 2020. However, it should be noted that $11.25 million of this debt had been paid down by 30 June 2021 and the interest payments have been reducing as a result.

Balance Sheet and Cashflow

-- Like for Like Group cash balances were $48.6 million on 30 June 2021 (30 June 2020: $36.2 million***).

-- To part finance the acquisition of Fortumo which completed on 1 July 2020, Boku took on a debt facility of USD $20.0 million with Citibank in June 2020 which was fully drawn at 30 June 2020. This facility was split:

o $10 million term loan repayable over 4 years; and

o $10 million Revolving Credit Facility ("RCF") available to be drawn down in EUR, GBP or USD.

o As at 30 June 2021 the $10 million RCF had been paid down in full using surplus cash balances, with $3m repaid in the period and the term loan had been paid down by $1.25 million in accordance with the repayment terms ($937,500 repaid in the period).

-- The average daily cash balance - a measure which smooths out the effect of carrier and merchant payments, was $38.0 million in June 2021 (June 2020: $25.7 million).

-- We assessed our goodwill and intangibles for impairment and deemed that no impairment exists at 30 June 2021.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Group remain broadly consistent with the Principal Risks and Uncertainties reported in Boku's 2020 Annual Report. Since the 2020 Annual Report, the Board have been monitoring and mitigating the effects of global events on the Group's business.

Going concern (including consideration of COVID-19)

In carrying out the going concern assessment, the Directors have considered a number of scenarios, taking account of the possible continued impact of the COVID-19 pandemic, in relation to revenue forecasts for the next 12 months. Given the current uncertainties, it is not yet fully clear when the global economic activity will fully return to pre pandemic levels, therefore, we continue to prepare the business for varying levels of performance. To that end, we have continued to model the effects of differing levels of sales performance along with the measures we can take to ensure that the Group remains within its available working capital.

In reaching their going concern assessment, the Directors have considered the foreseeable future, a period extending at least 12 months from the date of approval of this interim financial report. This assessment has included consideration of the forecast performance of the business, as noted above, the payment of contingent consideration, and the cash and financing facilities available to the Group. Considering all this analysis, the Directors are satisfied that, the Group has sufficient cash resources over the period of at least 12 months from the date of approval of the interim consolidated financial statements. As such, the interim consolidated financial statements have been prepared on a going concern basis.

Looking Ahead

We expect the strong revenue growth in the Payments division to continue in the second half and into 2022. To fully exploit the 'big pond' opportunity and to build out the Boku 'mobile first' (M1ST) network to deliver that, we expect Adjusted operational expenditure***** in the Payments division to increase more quickly in the second half and into 2022 as we invest in sales and marketing as well as technology and operational headcount. However, we do expect Adjusted Operating expenditure***** to flatten again in FY23 and beyond after this one- time investment.

We also expect the strong revenue growth in Boku's Identity division to continue in 2022. The Identity business was initially more adversely impacted by Covid-19 than Payments with volumes from existing merchants reduced as their businesses slowed and direct sales and marketing events were difficult. However, costs were carefully managed and the supply side investments we made delivered revenue growth in the first half which we look to support in the second half and into 2022 with modestly increased operational expenses investment primarily in headcount as the business continues to grow revenues and moves towards cash breakeven.

With both divisions performing strongly in the first half and with a substantial opportunity to expand our addressable market in Payments we are confident for the future.

Keith Butcher

Chief Financial Officer

6 September 2021

 
 *       2020 H1 comparative excludes any revenues from Fortumo Holdings 
          Inc ('Fortumo') which was acquired on 1 July 2020 
 **      Adjusted EBITDA (Earnings before interest, taxation, depreciation 
          and amortization): Adjusted for stock option expenses, Forex 
          gains/losses, Exceptional items and 'other income' item in 2021. 
          See reconciliation to profit per the income statement 
 ***     Comparative group cash balance at 30 June 2020 of $80.7 million 
          included $44.5 million of cash held to pay for the acquisition 
          of Fortumo on 1 July 2020. Excluding this cash, the balances 
          were $36.2 million 
 ****    TPV is the US$ value of transactions processed by the Boku platform 
 *****   Adjusted operating expenditure is Gross Profit less Adjusted 
          EBITDA 
 

Consolidated Statement of Comprehensive Income

 
                                                  Note                    (Unaudited)     (Unaudited) Period ended 
                                                             Period ended 30-Jun 2021                 30 -Jun 2020 
                                                                                $'000                        $'000 
=============================================  =======  =============================  =========================== 
Revenue                                              3                         34,224                       24,690 
 
Cost of sales                                                                 (2,945)                      (2,242) 
=============================================  =======  =============================  =========================== 
Gross profit                                                                   31,279                       22,448 
Other Income (non-recurring)                         8                          1,080                       - 
Administrative expenses                                                      (30,083)                     (22,227) 
=============================================  =======  =============================  =========================== 
Operating profit analysed as: 
Adjusted EBITDA**                                                              10,308                        6,441 
Other Income                                         8                          1,080                            - 
Depreciation and amortisation                                                 (3,742)                      (2,455) 
Share Option expense                                                          (5,297)                      (3,009) 
Foreign exchange (gains)/losses                                                  (38)                          164 
Exceptional items (included in administrative 
 expenses)                                                                       (35)                        (920) 
=============================================  =======  =============================  =========================== 
 Operating profit                                                               2,276                          221 
Finance income                                       4                             14                           30 
Finance expense                                      4                          (370)                        (164) 
=============================================  =======  =============================  =========================== 
Profit before tax                                                               1,920                           87 
Tax expense                                                                     (190)                         (51) 
=============================================  =======  =============================  =========================== 
Net Profit for the period attributable to equity 
 holders of the parent company                                                  1,730                           36 
======================================================  =============================  =========================== 
 Other comprehensive losses net of tax 
Items that will or may be reclassified to 
profit or loss 
Foreign currency translation loss                                               (863)                        (427) 
Total comprehensive loss for the period                                         (863)                        (427) 
======================================================  =============================  =========================== 
Total comprehensive profit /(loss) for the period 
 attributable to equity holders of the parent 
 company                                                             867                                     (391) 
======================================================  =============================  =========================== 
 Profit/(loss) per share for loss attributable to the 
 owners of the parent during the year 
======================================================  =============================  =========================== 
Basic EPS ($)                                                                  0.0059                     (0.0001) 
======================================================  =============================  =========================== 
 
 
Fully diluted EPS ($)      0.0057           (0.0001) 
======================  =========  ================= 
 

**Earnings before interest, tax, depreciation, amortisation, share-based payment, foreign exchange gains/(losses), other income and exceptional items.

Consolidated Statement of Financial Position

 
                                                         Note    ( Unaudited)      (Audited) 
                                                                  30-Jun 2021    31-Dec 2020 
                                                                        $'000          $'000 
======================================================  =====  ==============  ============= 
Non-current assets 
Property, plant and equipment                                           2,887          3,771 
Intangible assets                                                      64,413         65,559 
Deferred income tax assets                                                480            483 
======================================================  =====  ==============  ============= 
Total non-current assets                                               67,780         69,813 
=============================================================  ==============  ============= 
 Current assets 
Trade and other receivables                                            89,270         92,535 
Cash and cash equivalents                               5              47,887         61,290 
Restricted cash                                         5                 734          1,414 
======================================================  =====  ==============  ============= 
Total current assets                                                  137,891        155,239 
=============================================================  ==============  ============= 
 
Total assets                                                          205,671        225,052 
=============================================================  ==============  ============= 
 Current liabilities 
Trade and other payables                                              115,901        136,779 
Loans and borrowings                                    6               1,125          1,438 
Lease liabilities                                       6                 870          1,436 
======================================================  =====  ==============  ============= 
Total current liabilities                                             117,896        139,653 
=============================================================  ==============  ============= 
 Non-current liabilities 
Other payables                                                          1,786            862 
Deferred tax liabilities                                                  221            228 
Loans and borrowings                                    6               7,250         10,813 
Lease Liabilities                                       6               1,540          1,742 
======================================================  =====  ==============  ============= 
Total non-current liabilities                                          10,797         13,645 
=============================================================  ==============  ============= 
 
Total liabilities                                                    128,693         153,298 
=============================================================  ==============  ============= 
 
Net assets                                                             76,978         71,754 
=============================================================  ==============  ============= 
 Equity attributable to equity holders of the company 
Share capital                                                              29             29 
Share premium                                                         244,410        240,053 
Foreign exchange reserve                                              (1,170)          (307) 
Retained losses                                                     (166,291)      (168,021) 
======================================================  =====  ==============  ============= 
Total equity                                                           76,978         71,754 
=============================================================  ==============  ============= 
 

Consolidated Condensed Statement of Cash Flows

 
                                                                    Note        (Unaudited)   (Unaudited) Period ended 
                                                                               Period ended                30-Jun 2020 
                                                                                30-Jun 2021                      $'000 
                                                                                      $'000 
=================================================================  =====  =================  ========================= 
Cash (used in)/from operations                                         7            (8,886)                      5,561 
Income taxes paid                                                                     (188)                       (60) 
=================================================================  =====  =================  ========================= 
Net cash (used in)/ from operating activities                                       (9,074)                      5,501 
=================================================================  =====  =================  ========================= 
Investing activities 
Purchase of property, plant and equipment                                             (205)                      (395) 
Purchased of software development                                                   (2,348)                    (1,392) 
Restricted cash (net)                                                                   680                         40 
Interest received                                                                        14                         30 
=================================================================  =====  =================  ========================= 
Net cash used in investing activities                                               (1,859)                    (1,717) 
Financing activities 
Repayment of lease liabilities                                                        (994)                    (1,077) 
Issue of common stock on exercise of options and RSUs                                 1,031                        284 
Interest paid on borrowings                                                           (191)                       (15) 
Proceeds from issue of new ordinary shares for acquisition                                -                     25,129 
Share issue costs                                                                         -                      (654) 
Proceeds from line of credit                                                              -                     20,000 
Loan issue costs                                                                          -                      (501) 
Repayment of line of credit                                                         (3,937)                    (2,092) 
Net cash (used in)/ from financing activities                                       (4,091)                     41,074 
=================================================================  =====  =================  ========================= 
 Net (decrease)/increase in cash and cash equivalents                              (15,024)                     44,858 
Effect of foreign currency translation on cash and cash 
 equivalent                                                                           1,621                        259 
Cash and cash equivalents at beginning of period                                     61,290                     34,747 
=================================================================  =====  =================  ========================= 
Cash and cash equivalents at end of period                                           47,887                     79,864 
-----------------------------------------------------------------  -----  -----------------  ------------------------- 
 

Notes to the Consolidated Financial Information

   1.            Corporate Information 

The consolidated financial information represents the results of Boku Inc. ("the Company") and its subsidiaries (together referred to as "the Group").

Boku Inc. is a company incorporated and domiciled in the United States of America. The registered office of the Company is located at 735 Battery St, 2nd Floor, San Francisco, CA 94111, United States.

The Company's shares are listed on the AIM Market of the London Stock Exchange ("AIM").

The principal business of the Group is the provision of mobile billing and identity solutions for mobile network operators and merchants. These solutions enable merchants to accept online payments, simplify transactions and avoid fraud, especially on mobile devices.

The Board of Directors approved this interim financial information on 6 September 2021.

   2.            Basis of preparation and accounting policies 

These interim consolidated financial statements have been prepared using accounting policies based on International Financial Reporting Standards (IFRS and IFRIC Interpretations) issued by the International Accounting Standards Board ("IASB"). They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 31 December 2020 Annual Report. The financial information for the half years ended 30 June 2021 and 30 June 2020 does not constitute full financial statements and both periods are unaudited.

The annual financial statements of Boku Inc., ('the group') are prepared in accordance with IFRS as issued by the IASB. The Annual Report and Financial Statements for 2020 have been issued and are available on the group's investor relations' website: https://www.boku.com/investor-relations/reports-documents. The Independent Auditors' Report on the Annual Report and Financial Statements for the year ended 31 December 2020 was unqualified and did not draw attention to any matters by way of emphasis.

The Group has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 31 December 2020 annual financial statements, except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2021 and will be adopted in the 2021 financial statements. There are deemed to be no new and amended standards and/or interpretations that will apply for the first time in the next annual financial statements that are expected to have a material impact on the Group.

Going concern

The interim consolidated financial statements have been prepared on a going concern basis. The ability of the Group to continue as a going concern is contingent on the ongoing viability of the Group. The Group meets its day-to-day working capital requirements through its cash balances and has a bank facility that it can use. The move to remote working and social distancing has increased the importance of mobile payment solutions to our customers, potential customers and wider consumer market base and as a result the Group saw continued revenue growth in the current period.

The Directors have prepared cash-flow forecasts covering a period of at least 12 months from the date of approval of the financial statements, with the forecasts and projections, taking account of reasonable possible changes in trading performance. They show that the Group expects to be able to operate within the level of its current cash resources and bank facilities. Further information on the Group's borrowings and available facilities is given in Note 6.

Furthermore, in carrying out the going concern assessment, the directors have considered a number of scenarios, taking account of the possible the continued impact of the pandemic, including changes in sales volumes and the timing of settlement of existing debts together with cost savings associated with these changes and the directors have the ability to identify further cost savings if necessary, to help mitigate any impact on cash outflows.

Having assessed the principal risks and the other matters discussed in connection with the going concern statement, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting and deem there to be no emphasis over going concern, in preparing the financial information.

   3.            Segmental analysis 
 
 (a) Revenue from operations    (Unaudited)   (Unaudited) 
                                30-Jun 2021   30-Jun 2020 
                                      $'000         $'000 
=============================  ============  ============ 
Revenue arises from:                 34,224        24,690 
                               ============  ============ 
Provision of services 
=============================  ============  ============ 
 

(b) Operating segments

The Group's main operating segments are based on its main revenue generating activities. For each of the segments, the Group CEO and CFO review internal management reports to profit before taxation, monthly. The following summary describes the operations in each of the Group's reportable segments.

Payments business segment: provision of a payment platform which enables mobile phone users to buy goods and services and charge them to their mobile phone bill or prepaid balance. Boku also provides connections to eWallets and other local payments methods for its international merchants.

Identity business segment: Provision of identity services which are used to simplify transactions or combat fraud.

Operating segment information under the primary reporting format is disclosed below:

 
 H1 2021                                                       Payments                   Identity               Total 
                                                                  $'000                      $'000               $'000 
                                                      -----------------  -------------------------  ------------------ 
 Fee Revenue                                                     30,705                      3,519              34,224 
 
 Cost of sales                                                  (1,255)                    (1,690)             (2,945) 
----------------------------------------------------  -----------------  -------------------------  ------------------ 
 Gross Profit                                                    29,450                      1,829              31,279 
 Other Income                                                     1,080                          -               1,080 
----------------------------------------------------  -----------------  -------------------------  ------------------ 
  Administrative Expenses                                      (25,966)                    (4,117)            (30,083) 
----------------------------------------------------  -----------------  -------------------------  ------------------ 
 Operating Profit/(loss) analysed as: 
 Adjusted EBITDA**                                               11,171                      (863)              10,308 
 Other income                                                     1,080                          -               1,080 
 Depreciation and amortisation                                  (3,168)                      (574)             (3,742) 
 Stock Option expense                                           (4,592)                      (705)             (5,297) 
 Foreign exchange gains/(losses)                                     73                      (111)                (38) 
 Exceptional items (included in administrative 
  expenses)                                                           -                       (35)                (35) 
 
 
 Operating Profit/(loss)                                          4,564                    (2,288)               2,276 
 Finance income                                                      14                          -                  14 
 Finance expense                                                  (370)                          -               (370) 
----------------------------------------------------  -----------------  -------------------------  ------------------ 
 Profit/(loss) before tax                                         4,208                    (2,288)               1,920 
----------------------------------------------------  -----------------  -------------------------  ------------------ 
 
 
 H1 2020                                                           Payments                Identity              Total 
                                                                      $'000                   $'000              $'000 
                                                           ----------------  ----------------------  ----------------- 
 Fee Revenue                                                         22,032                   2,658             24,690 
 Cost of sales                                                        (391)                 (1,851)            (2,242) 
---------------------------------------------------------  ----------------  ----------------------  ----------------- 
 Gross Profit                                                        21,641                     807             22,448 
  Administrative Expenses                                          (18,914)                 (3,313)           (22,227) 
---------------------------------------------------------  ----------------  ----------------------  ----------------- 
 Operating loss analysed as: 
 Adjusted EBITDA**                                                    8,478                 (2,037)              6,441 
 Depreciation and amortisation                                      (2,042)                   (413)            (2,455) 
 Stock Option expense                                               (2,928)                    (81)            (3,009) 
 Foreign exchange gains/(losses)                                        139                      25                164 
 Exceptional items (included in administrative expenses)              (920)                       -              (920) 
 
 
 Operating Profit/(loss)                                              2,727                 (2,506)                221 
 Finance income                                                          30                       -                 30 
 Finance expense                                                      (154)                    (10)              (164) 
---------------------------------------------------------  ----------------  ----------------------  ----------------- 
 Profit/(Loss) before tax                                             2,603                 (2,516)                 87 
---------------------------------------------------------  ----------------  ----------------------  ----------------- 
 
   4.            Finance income and expenses 
 
                                                                      (Unaudited)   (Unaudited) 
                                                                      30-Jun 2021   30-Jun 2020 
                                                                            $'000         $'000 
===============================================================  ================  ============ 
Finance income                                                                 14            30 
                                                                 ================  ============ 
Interest income from bank deposits 
===============================================================  ================  ============ 
Total                                                                          14            30 
===============================================================  ================  ============ 
 Finance expenses 
Interest on bank loans                                                        243             - 
Interest on lease liabilities                                                 116           149 
Other interest payable (including interest paid for factoring)                 11            15 
Total                                                                         370           164 
===============================================================  ================  ============ 
 
Net finance expenses                                                          356           134 
===============================================================  ================  ============ 
 
   5.            Cash and cash equivalents and restricted cash 
 
                             (Unaudited)     (Audited) 
                             30-Jun 2021   31-Dec 2020 
                                   $'000         $'000 
Cash and cash equivalents         47,887        61,290 
==========================  ============  ============ 
 Restricted cash                     734         1,414 
==========================  ============  ============ 
Total cash                        48,621        62,704 
==========================  ============  ============ 
 

The restricted cash primarily includes e-money received but not yet paid to merchants (in transit), cash held in the form of a letter of credit to secure a lease agreement for the Company's San Francisco office facility and a certificate of deposit held at a financial institution to collateralise Company credit cards.

   6.            Loans and borrowings 
 
                                           (Unaudited)  (Audited) 31-Dec 2020 
                                           30-Jun 2021                  $'000 
                                                 $'000 
========================================  ============  ===================== 
Current 
Bank loans (secured) net of loan costs           1,125                  1,438 
Obligations under lease contracts                  870                  1,436 
Total                                            1,995                  2,874 
 
Non-current 
Bank loans (secured), net of loan costs          7,250                 10,813 
Obligations under lease contracts                1,540                  1,742 
----------------------------------------  ------------  --------------------- 
Total                                            8,790                 12,555 
========================================  ============  ===================== 
 

Principal terms and the debt repayment schedule of the Group's loan and borrowings are as follows:

On 17(th) June 2020 the Group entered into a Loan Security Agreement with a financial institution and borrowed $20,000,000 ($10,000.000 Revolver facility and $10,000,000 Term loan) which was used to part finance the acquisition of Fortumo on 1 July 2020 (further information on this borrowing is in the Chief Financial Officer's report). As at 30 June 2021 the Group had repaid the $10 million Revolver in full (with $3.0 million repaid in the period) and repaid $1,250,000 of the term loan (with $937,500 repaid in the period).

The balance of current lease liabilities at period end was $870,458 (31 December 2020: $1,436,366) and non-current liabilities $1,540,485 (31 December 2020: $1,742,100).

   7.            Cash from operations 
 
                                                            (Unaudited)  (Unaudited) 30-Jun 2020 
                                                            30-Jun 2021                    $'000 
                                                                  $'000 
=========================================================  ============  ======================= 
Profit after tax                                                  1,730                       36 
Add back: 
Tax expense                                                         190                       51 
Amortisation of intangible assets                                 2,541                    1,267 
Depreciation of property, plant and equipment                     1,201                    1,189 
Finance income                                                     (14)                     (30) 
Finance expense (includes interest on lease liabilities)            370                      164 
Exchange (gain)/ loss                                           (1,691)                      439 
Share based payment expenses                                      4,023                    2,899 
Cash from operations before working capital changes               8,350                    6,015 
Decrease/(increase) in trade and other receivables                3,132              (7,952) 
(Decrease)/ increase in trade and other payables               (20,368)                    7,499 
---------------------------------------------------------  ------------  ----------------------- 
Cash (used in)/ generated from operations                       (8,886)                    5,562 
 
   8.            Post balance sheet events 

Fortumo was acquired on 1 July 2020 for a maximum consideration of $45.0 million (the "Total Maximum Consideration"), which includes Boku acquiring $4.0 million of net working capital. The Total Maximum Consideration comprised $37.8 million in cash along with approximately $1.8 million in restricted stock units payable to the selling equity holders of Fortumo (the "Vendors") plus further consideration of up to $5.4 million in cash, representing 12% of the total maximum consideration, held in escrow, subject to certain Adjusted EBITDA** earnout, working capital and indemnity conditions being satisfied in the period 1 July 2020 to 30 June 2021.

The earnout payment, based on Fortumo Adjusted EBITDA** performance for the 12 months period ended 30 June 2021, is expected to be $2.16 million, subject to final confirmation, which will be paid to Fortumo's former shareholders by 5 October 2021, with the balance of $3.24 million returned to Boku. This has resulted in a $1.08 million decrease in the contingent consideration payable, reported on 31 December 2020.

The difference of $1.08 million between the expected fair value of the Fortumo earnout escrow amount as at 31 December 2020 of $3.24 million and the actual amount agreed to be paid to Fortumo shareholders of $2.16 million has been shown as 'Other Income' in the Income Statement. This amount has been excluded from adjusted EBITDA** as a non-trading, non-recurring item.

   9.            Cautionary Statement 

Boku has made forward-looking statements in this financial information, including statements about the market and benefits of its products and services; financial results; product development plans; the potential benefits of business relationships with third parties and business strategies. The Group considers any statements that are not historical facts as "forward-looking statements". They relate to events and trends that are subject to risk and uncertainty that may cause actual results and the financial performance of the Group to differ materially from those contained in any forward-looking statement. These statements are made by the directors in good faith based on the information available to them and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors underlying any such forward-looking information.

INDEPENDENT REVIEW REPORT TO BOKU INC.

Introduction

We have been engaged by Boku Inc. (the "Company") to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2021 which comprises the consolidated statement of Comprehensive income; consolidated statement of financial position; consolidated condensed cash flow statement; and associated notes.

We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial information.

Directors' Responsibilities

The interim financial report, including the financial information contained therein, is the responsibility of and has been approved by the directors. The directors are responsible for preparing the interim financial report in accordance with the rules of the London Stock Exchange for companies trading securities on AIM, which require that the financial information must be presented and prepared in a form consistent with that which will be adopted in the Company's annual financial statements having regard to the accounting standards applicable to such annual financial statements.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2021 is not prepared, in all material respects, in accordance with the rules of the London Stock Exchange for companies whose shares are admitted to trading on AIM.

Use of our report

Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the rules of the London Stock Exchange for companies trading securities on AIM and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

BDO LLP

Chartered Accountants & Registered Auditors, London, United Kingdom

6 September 2021

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

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END

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September 07, 2021 02:00 ET (06:00 GMT)

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