2022 Annual Report & Accounts
Contents
Strategic report
Highlights....................................................................................................................................2
Bango vision, purpose & values.........................................................................................3
Chair statement........................................................................................................................4
Group overview.........................................................................................................................5
Market trends.....................................................................................................................6 - 8
Who Bango works with.........................................................................................................9
Case studies.............................................................................................................................10
Revenue model.........................................................................................................................11
Strategy for growth........................................................................................................12 - 13
Awards.......................................................................................................................................14
CEO statement................................................................................................................15 - 16
Acquisition of DOCOMO Digital........................................................................................17
Technology & innovation.............................................................................................18 - 19
Environment....................................................................................................................20 - 21
Social................................................................................................................................22 - 25
Section 172......................................................................................................................26 - 28
CFO statement.............................................................................................................29 - 30
Principal risks & uncertainties...................................................................................31 - 32
NewDeep & the Metaverse................................................................................................33
Board of directors........................................................................................................34 - 35
Company information..........................................................................................................36
Governance
Directors report.............................................................................................................37 - 38
Corporate governance report..................................................................................39 - 41
Audit committee report.............................................................................................42 - 43
Nominations committee report.........................................................................................43
Remuneration committee report............................................................................44 - 49
Financial statements
Independent auditor’s report to the members of Bango PLC ...................50 - 54
Consolidated statement of comprehensive income..................................................55
Consolidated statement of financial position....................................................56 - 57
Consolidated cashflow statement...................................................................................58
Consolidated statement of changes in equity..................................................59 - 60
Notes to the consolidated financial statements..............................................61 - 105
Statement of financial position of Bango PLC.........................................................106
Statement of changes in equity of Bango PLC........................................................107
Cashflow statement of Bango PLC...............................................................................108
Notes to the financial statements of Bango PLC...........................................109 - 114
1
Bango PLC | 2022 Annual Report Highlights
Financial highlights
• Revenue up 38% to $28.5M (FY21 $20.7M).
• Accelerated organic growth in annual recurring revenue1 (ARR) to $5.0M (2021: $1.1M), driven by multi-year SaaS contract wins
with T-Mobile, Televisa Univision and Liberty Global, alongside the launch of Verizon +Play in December 2022.
• Trading momentum in 2023 has continued, in particular for Bango Digital Vending Machine (“DVM”) technology. 2023 exit ARR
is now expected to reach $10M, comfortably ahead of previous $7M guidance.
• End User Spend (EUS) $5.6B (2021 $4.1B). Run rate EUS exiting 2022 was $8.6B/yr.
• Adjusted EBITDA2 of $5.0M (2021 $6.1M), ahead of market expectations, including the initial negative contribution from the
DOCOMO Digital acquisition as planned.
• $11M of the planned $21M/year cost synergies from the acquisition of DOCOMO Digital in August 2022 had been executed as
of 31 Dec 2022. The acquisition remains on track to deliver $10M of incremental Adjusted EBITDA in 2024.
• Cash at period end of $12.7M (30 June 2022: $5.7M). This includes $2.9M of restricted cash related to a discontinued business
segment from the DOCOMO Digital acquisition.
1. Annualized December revenues derived from ongoing, repeating contracts.
2. Adjusted EBITDA is earnings before interest, tax, depreciation, amortization, share based payment charge, negative goodwill and exceptional
items.
Operational highlights
Bango Payments & DOCOMO Digital Acquisition
• Transformational acquisition of DOCOMO Digital in August 2022 solidifies Bango market leadership. The deal brings significant
scale to the business, adding an additional $3.5B EUS and $16M in annual revenue from 2023, as well as over 100 new
customers including Telefonica, Hutchison, Discovery+, Jetstar & Shopify.
• Migration of services from the legacy DOCOMO Digital system to the Bango Platform is underway and on track to complete in
early 2024.
• Long-term strategic agreement with NTT DOCOMO (the world’s largest provider of direct carrier billing) for integration of
global merchants into Japan.
• Strong positive feedback from existing and acquired customers, creating new sales opportunities across the business.
Digital Vending Machine
• New Digital Vending Machine (DVM) deals with T-Mobile, Televisa Univision and Liberty Global. These, alongside the December
2022 launch of Verizon +Play, drove ARR growth.
• 44 new organic merchant customers including McAfee, HBO, Paramount, NFL and Duolingo, plus major win in June of the
‘Global Tech Leader’. These merchants can now offer their products to all the operators connected to the Bango Platform.
• Strong pipeline of DVM deals expected to close during 2023.
Bango Audiences
• Growing demand for Bango Audiences in existing sectors including gaming and more broadly with e-commerce retailers such
as Adidas.
Sustainability
• Record employee engagement score of 83%.
• Reduced carbon intensity by 12% and committed to net zero by 2040.
2
Bango PLC | 2022 Annual Report
Bango vision:
The technology behind every
payment choice
Bango purpose:
Putting people at the centre of
e-commerce
Bango values:
3
Bango PLC | 2022 Annual Report digital services opportunity, the broader
subscription economy is growing fast. There
is nothing to prevent Bango expanding into
this space in future, building on our success
in digital.
New alliances include the use of the Bango
Platform in the Metaverse through our
activities with Digigooz (see p.33 for more
detail).
The importance of Bango is not just shown
by its financial metrics. In the coming
year, you will see the increasing adoption
of Bango Platform to deliver the Digital
Vending Machine model across the industry
and the increasing adoption of the privacy
safe Bango model for Purchase Behavior
Targeting. I look forward to working with
the Board as Bango progresses through
this significant value inflection point.
Ray Anderson
Executive Chair
Chair statement
In nuclear physics, a chain reaction can
occur if a single nuclear reaction causes an
average of one or more subsequent nuclear
reactions, leading to a self-propagating
series of reactions. Critical mass is the
smallest amount of material needed for a
sustained nuclear chain reaction – which
depends on its structure, enrichment and
surroundings.
following
The Bango Platform,
the
acquisition of DOCOMO Digital, has
now reached its own critical mass with
its unique structure, financial strength,
and its surrounding partners. Bango is
unleashing explosive growth with rising
energy, momentum and awesome power
that is harnessed by merchants to grow
their businesses faster.
into
$200B/year of digital services will flow
though telcos in the coming year. Bango
is expanding
this huge market
opportunity as our unique technology and
market position replaces legacy methods.
Without Bango, the market is large but
fragmented and inefficient. Hundreds of
one-to-one integrations, with no easy way
for consumers to get to grips with their
multiple subscriptions.
The emergence of the Bango Platform as a
global standard, and its innovative Digital
Vending Machine, is catalyzing a new
wave of efficiency and effectiveness for
merchants, telcos and consumers. Adoption
of Bango technology is accelerated by the
increasing demand from consumers for
greater choice and better value in online
content and services. With leading telcos
such as NTT DOCOMO, Verizon and LGI
backing the Bango Platform, merchants
offering these services have confidence
in the Bango vision. As one of these said
to me recently: “At last there is a standard
model that the industry can rally around to
drive the next wave of growth.”
The flow of digital commerce enabled by
Bango doubled over 2022 to a run rate
of well over $8B/year. The power of a
common platform means the additional
revenue generated by this growing volume
does not add extra cost, so revenue flows
through to operating profit, providing
Bango with increasing firepower to drive
more growth.
Every new adoption of the Bango Platform
adds value to those already on the
Platform, so existing customers encourage
more customers to join, as you can see
from the glowing testimonials they give
Bango (see p.10).
Bango proved that a Platform approach
streamlines assimilation when we acquired
US based BilltoMobile in 2016. Dozens of
customers were seamlessly migrated to
the Bango Platform within sixteen months,
enabling the closure of legacy systems
and software and delivering the expected
synergies. Eight months into the process
with the DOCOMO Digital acquisition, and
with the added benefit of critical mass and
market momentum, the team is on plan
and synergies are flowing. This should give
you confidence that Bango is in a strong
position to drive further consolidation and
able to add new capabilities into the Bango
Platform as the chain reaction effect drives
increasing market share.
Part of my role as Chair is to catalyze high
level relationships with companies that
are synergistic with Bango. In addition to
developing our relationships with industry
giants like NTT DOCOMO in Japan and
NHN Corporation in Korea, we continue
to innovate. Beyond the existing $200B
4
Bango PLC | 2022 Annual Report Group overview
Bango puts people at the center of commerce, providing frictionless
ways for customers to find and purchase goods and services online.
By providing the technology that enables merchants to acquire
more online customers who pay, Bango becomes the preferred
marketing and monetization platform for the world’s most successful
online merchants.
Bango collects significant quantities of data from processing
online payments. By applying advanced analytics and AI, Bango
generates insights from this data that boost the effectiveness of
online marketing. In addition to increased marketing returns for
merchants, this powerful technology improves the online experience
for consumers, ensuring they are only shown the most relevant and
useful advertisements.
Bango customers are the biggest names in online commerce,
reflecting both the trust they have in Bango technology and the
relevance of Bango as a leader in the market. New customers
and services are continually added, providing a platform for future
growth and greater diversity within the business model.
Bango has 3 core products and monetization methods (see page 11 for revenue model).
The Digital Vending Machine
Transactional Payments
Bango Audiences
The Bango ‘Digital Vending Machine’
is deployed by resellers (e.g. telcos,
utilities and retailers) that want to
attract and engage more customers
by bundling third-party subscriptions
with their first-party services. Resellers
have a trusted billing relationship with
millions of subscribers, a key benefit to
merchants looking for new customers,
and merchants have exciting content
that helps those resellers differentiate
their services.
leaders,
including Liberty
Market
Global, Verizon and BT, use the
Bango Digital Vending Machine to
create, launch and manage dozens of
subscriptions including Netflix, HBO,
Amazon Prime, Microsoft 365 & Xbox
Game Pass, Duolingo, Calm, Peleton,
McAfee and other subscription services
for their customers.
Bango Payments enables online
stores and individual merchants
to
reach and collect money
from billions of users across the
globe using alternative payment
methods. Merchants offer digital
and physical goods, on a one-off
and subscription basis.
leading
online
The world’s
businesses,
including Amazon,
Google, and Microsoft, use Bango
technology to offer their customers
alternative ways to pay, including
direct carrier billing, a mobile wallet
or another recurring bill, such as
a subscription service. This allows
them to deliver a quick, easy and
frictionless payment experience to
millions of users online.
Bango
Purchase
Bango Audiences enable online marketing
teams to find new paying users through
unique
Behavior
Targeting. By focusing on what consumers
choose to spend their money on, Bango is
moving targeted online marketing beyond
what was possible when focusing just on
metrics like demographics, what people
search for (e.g. Google) or what they ‘like’
(e.g. Facebook).
in marketing
Used
campaigns on
Facebook, TikTok, SnapChat and other
digital marketing platforms, Bango
Audiences allow marketers to target their
digital advertising campaigns directly at
users who can and do pay, enabling faster
revenue generation and a greater return on
their ad spend. App developers, content
companies and consumer brands achieve
better performance across all areas of the
marketing funnel, acquiring new, paying
customers.
All three components of the Bango business are highly synergistic and revolve around one common platform. Bango Audiences attract
more paying users, which increases payment and subscription volumes. The more payments Bango processes, the more data gathered,
and the more effective and valuable Bango Audiences become.
5
Bango PLC | 2022 Annual Report Market trends - payments
The telco services market is valued at $1.8 trillion and set to reach
$2.4 trillion by 20271. With nearly two thirds of the world’s population
connected to the internet, telco providers connect an estimated 5
billion people across the planet.
In addition to digital content, sectors like physical goods & ticketing
are driving further growth in DCB. Generating $3.6B of DCB
spend in 2022, these sectors are expected to reach $13.5B in 2026,
representing more than 14% of the DCB market.
Meanwhile, one in every four dollars spent is by people buying
online. Collectively, that creates a global e-commerce market
generating $5.2 trillion dollars in sales2, growing at around 23%
every year.
Bango sits at the centre of these two huge areas of commerce. Our
technology brings online merchants and telcos together, enabling
merchants to leverage the enormous reach and billing capacity of
the global telecommunications industry.
Online payment methods such as telco or carrier billing (DCB) and
mobile wallets are increasingly used by consumers who like the
convenience and control they provide.
Consumers charge online goods and services to their phone bills
instead of using a credit card or digital wallet to buy in a single
click. DCB is a large and growing market. Globally, DCB for digital
content, commerce and services is forecast to grow from $60B in
2022 to more than $94B in 20263. The digital games industry is the
largest source of revenue for DCB, representing 51% of the total.
It continues to grow but is being outpaced by video and other
categories. Global DCB revenue from the games industry is set to
grow by 24% from $30.7B in 2022 to $38B in 2026. This compares
to DCB revenue from the video industry which will grow a massive
49% in the same time period from $14.3B to $21.3B.
Source: 3
The use of DCB now goes beyond mobile phones. Increasingly
consumers are charging goods and services to their home
broadband and phone bills from tablets, games consoles and
other connected devices. In 2021, $12.8B (one third) of DCB spend
was made from devices other than a mobile phone or tablet and is
set to increase 87% to $23.9B by 2026.
Source: 3
Telcos provide both distribution and billing services to the publishers
of online video subscriptions, as well as other media entertainment
services. This drives DCB growth in two ways. For example, if a
telco bundles Amazon Prime, the subscription is charged to the
customer’s mobile bill. Then, if that customer wants to buy an
additional film, not included with the basic Prime Video offer, they
can charge this straight to their mobile phone bill too.
Source: 4
Much like DCB, digital wallets offer a simple and convenient customer
experience and greater flexibility in underlying payment methods.
Digital wallets represented 49% of e-commerce transaction value
globally in 2021 and are projected to rise to 53% of transaction
value in 2025. By comparison, credit cards are set to represent just
19% of transaction values by 2025.
Source: 3
6
1 https://hydeparkcapital.com/wp-content/uploads/2023/02/HPC-Telecom-Services-Market-Insights-Q1-2023.pdf
2 https://www.statista.com/statistics/379046/worldwide-retail-e-commerce-sales/
3 https://www.telecoming.com/wp-content/uploads/2022/06/PAPER-DCB-2022-EN.pdf
4 https://www.fisglobal.com/en/global-payments-report?
Bango PLC | 2022 Annual Report Market trends - DVM
The Bango Digital Vending Machine
(DVM) solves a key and growing problem
in the market, a problem that affects the
telecommunications industry, the media
and entertainment businesses who are
increasingly reliant on subscriptions to
monetize their content, and consumers who
are switching more of their spending online
and subscribing to an increasing number of
services each year. The problem is - how
do we put subscribers at the center of the
thriving subscription economy?
Telcos struggle to differentiate. They are
suffering from lack of consumer stickiness
and are searching for ways to better attract
and retain consumers. With a third of 4G
users in the USA stating that they are likely
to change carrier in the next 12 months,
telcos need to find new ways to keep hold
of customer attention1.
Subscription service providers, especially in
the TV & Movies sector are suffering from
crowding in their markets. Subscription
is
video on demand
growing quickly, set to reach $137B by 20272.
But, for individual SVOD services, churn
rates are rising.
(SVOD) revenue
Consumer budgets are under pressure. With
an increasing number of services previously
bought as single payment purchases now
being offered as subscriptions, there are
more subscription services on offer than
ever before and consumers are becoming
overwhelmed. This means, acquiring new
customers, as well as keeping the ones
you’ve got, is harder than ever before.
It’s not just movies and films but music,
gaming, fitness,
lifestyle, productivity,
e-commerce, food, education and more.
In a recent Bango study, 72% of US
consumers surveyed said there were ‘too
many
services’. However,
when we drilled down into the reasons why
subscription
consumers felt this way, it became clear
that the fragmented nature of managing
so many services was the primary pain
point with a massive 78% saying they want
to manage all their subscriptions in one
place. Coupled with this, merchants are
facing increasing regulatory pressure to
ensure consumers have easy ways to view
and manage their subscription services,
meaning there is demand for a solution
from all sides.
By bringing telcos and merchants with
subscription services together, Bango is
solving a key problem in the market. The
Bango Digital Vending Machine provides a
way for merchants to leverage the trusted
billing relationship and ready marketing
channel telcos have with consumers. It
provides telcos a way to differentiate their
services, attracting and retaining more
customers by bundling exciting new content
and it simplifies the headache of managing
multiple subscription services for consumers.
In fact, despite the 72% who said there
were too many subscription services, 62% of
those surveyed said they would sign up to
more subscription services if they came as
one centrally managed package.
Currently, c.6% of SVOD services are
activated via a reseller like a telco rather
than directly with the SVOD provider (the
media company). This indirect sign-up to
subscriptions is forecast to increase to 25%
by 2027. This route to market is becoming a
key driver of growth for SVOD services, with
Bango positioned strongly to provide the
technology that enables this fast growth
market.
At the same time that consumers are
finding subscription services through their
telco provider or other indirect channel,
they are also demanding more flexibility
with subscription services. 56% of US
consumers surveyed want to be able to
toggle subscriptions on and off, while
a further 46% feel frustrated they can’t
temporarily pause subscriptions. These
are features built into the Bango Digital
Vending Machine which can be offered by
our telco customers. Telcos like EE in the UK
are already offering the ability to switch
smart benefit on a monthly basis. The
subscriber-centric subscription economy is
a trend set to grow.
Super bundling – the business of bringing
together and offering a variety of
subscriptions from a wide range of content
providers - is on the rise. In Australia, Optus
SubHub already brings together everything
from Netflix, to Prime, to Paramount, to
Calm, and even Kindle.
In the US, Verizon’s +play is also unlocking
a similar subscriber-centric approach. Built
using the Bango Digital Vending Machine,
+play allows customers to manage their
favorite subscriptions in one place, and to
take advantage of offers like one year of
Netflix Premium for customers who bundle
with another service. Bango worked with
Verizon to develop its +play platform using
our unique network of over 80 streaming
services and subscription apps. Verizon
customers can now enjoy a sophisticated
way to discover, shop, save on and manage
subscriptions through +play.
*Find the full
Bango survey data
here:
1 https://business.yougov.com/content/43854-how-likely-are-americans-switch-phone-carrier
2 https://www.statista.com/outlook/dmo/digital-media/video-on-demand/video-streaming-svod/worldwide#revenue
7
Bango PLC | 2022 Annual Report Market trends - advertising
Value of payment data
Businesses spend an estimated $600B a
year on digital advertising. The majority
of this spend goes to paid search
ads and paid ads on popular social
media platforms. These platforms help
advertisers target their ads at prospective
customers by using search and social
“indicators” - patterns of usage that
suggest what kind of user each of us is.
What these platforms lack is any reliable
data insight into what we actually spend
our money on, irrespective of who we
are. Without this data, search and
social ad targeting is largely guesswork.
E-commerce platforms do know what
we decide to spend our money on and
can therefore provide marketers with
ad targeting directed at people who
pay for specific types of products and
services. This ability to link advertising
ad spending by merchants
contributed 9% to Amazon
revenues last year1. Purchase
behavior targeting is big
business.
Shopify,
Outside of the e-commerce
marketplaces like Amazon
Bango
and
provides purchase insights
that can be used by
marketers to target digital
ads at users, particularly
on social platforms. These
Bango Audiences connect
advertising on Google, Facebook, TikTok
and Instagram to people most likely to
pay for the advertisers’ product.
*forecasted
with a customer’s propensity to buy is why
Amazon is the fastest growing purchase-
related advertising platform in the USA.
Consequently, advertisers are choosing to
spend more budget on platforms where
purchase behavior targeting is possible –
1 https://ir.aboutamazon.com/news-release/news-release-details/2022/Amazon.com-Announces-Third-Quarter-Results/
Return on ad spend drives developer marketing:
In the world of digital content, consumers
spend c. $160B in app stores. A significant
proportion of this revenue is reinvested by
content publishers and developers into
acquiring new customers. An estimated
$119B was spent on ads to drive the
download and installation of apps in
2022, compared to approximately $30B
in 2017.
key
performance marketing
The
measurement for an app publisher or
streaming content provider is the revenue
earned that can be attributed to that
ad campaign, divided by the amount
of money spent on the campaign. This
measure – return on ad spend – drives
decisions about where to direct digital
advertising budgets.
app developers. More paying customers
generates increasing app store spend,
which drives more end user spend and
revenue for Bango Payments.
It is not just app developers that are
interested in consumers’ “purchase intent”.
All marketers want to understand how
to turn browsers into buyers. Many of
the signals collected and interpreted
by marketers to signify purchase intent
are indirect indicators – circumstantial
evidence, often based on demographic
is
stereotypes. The hard
purchase evidence. How we choose to
spend our money is the most powerful
signal for any advertiser.
indicator
This increase in ad spend drives revenue
for Bango Audiences but also drives
growth in paying customer numbers for
8
Bango PLC | 2022 Annual Report Who Bango works with
9
Bango PLC | 2022 Annual Report Case studies
Karen Langley, VP Digital Strategy & Architecture, Liberty Global
Our future digital journey means we want
to sell our core products anywhere, any
time and to anyone. But every competitor
is doing that at the moment, so we need
to do other things. The key component will
be to sell beyond our base, and we have
to move at speed because everybody
else is moving at speed.
The future is personalized orchestration of
services. What does one specific customer
want vs another? Can we be flexible
about what we offer customers. Choice,
coupled with trust and identity, gives us
a great relationship with customers and
ultimately drives higher ARPU (average
revenue per user). We have a unique
position with our customers and we know
how valuable the personalized value
proposition and the flexibility that Bango
brings us is.
Bango delivered in ten weeks and, for
us, it’s been amazing. Bango APIs - I’m
loving them. They are the best things
ever. We have such complex I.T systems at
the moment. We service our six or seven
carriers in a central location through to
the rest of the European outfits we use.
Bango connects to us once and we use
them to serve on a omni-channel basis.
We want to make sure that consumers
can access any of these services via any
medium.
Bango makes it seamless. For me it’s
been excellent. The most important thing
for us is the collaboration. Bango are not
a vendor for me, they are absolutely my
partner, so I’m really, really pleased.
Tom Tahara, General Manager for Digital Reward Services
We believe that it is important for
merchants to have an industry standard
way to connect to the world of payments.
In other words, one platform that can
meet their needs. We decided the best
vehicle for such an industry standard
would be an independent, high growth
business that can serve every merchant
and work with every telco and payment
provider.
Our goal (when divesting Docomo Digital)
was to find a partner with a sophisticated,
highly scalable platform technology that
we could support to grow this business for
our customers across the world. From NTT
DOCOMO’s perspective, there were three
important requirements for this platform.
1.
2.
3.
It should abstract the complexities
of activating and offering
different
payment methods.
This allows merchants to quickly
launch in multiple markets.
to
the platform
Connection
should be offered
through
a standard set of APIs. This
makes it technically simple for
merchants to connect, avoiding
a “high maintenance” integration
process.
Every merchant and bill provider
should benefit
full
feature set. This allows everyone
to benefit from any new features
added to the platform.
from
the
In our analysis, Bango is the best
implementation of a true platform for
payments that provides all of these
benefits. Bango brings down costs,
reduces time to market and eliminates
complexity. It provides the functionality
and scalability that helps merchants
acquire more paying users.
For NTT DOCOMO and our legacy
Docomo Digital customers, this is the best
market strategy to help them and us grow
our businesses and access an increasing
share of the $5 trillion online consumer
spending market.
Stefana Pesko, UA Team Lead, Product Madness
Bango has been amazing, looking into
data, helping us to target segments of
Audiences which are not necessarily in
our vertical. After three or four months
of working together, it is quite a refined
process now, we target very specifically
and Bango helps us with that a lot.
I was very surprised at how easy it is to use
Audiences. When you work with partners,
you usually pass massive datasets of
hashed IDs between yourselves and your
data scientist and it takes a really long
time to load those audiences in. With
Bango and their API connection with
Facebook, you request an Audience, it
takes a day or two to create that Audience
and it passes directly onto your account.
You use the Audience and whenever you
are finished with it, it is withdrawn.
Not only that, but that Bango team we
work with is very knowledgeable. They
look at the data, which has been an
amazing experience as not all of your
partners necessarily look at your data as
closely. They offer amazing insights, the
turnaround is super quick.
Overall, I am very happy with my personal
experience of Bango.
10
Bango PLC | 2022 Annual Report Revenue model
Bango technology is monetized through three product revenue streams. Customers often launch with one Bango product and then add
further products to acquire more paying customers.
Transactional Payments – The merchant or payment provider (telcos, wallets, utilities) typically pays fees proportional to the value of
transactions processed (End User Spend). This can be both a one-off payment for an individual item or a repeat payment for an ongoing
subscription. Bango charges fees of between <0.5 to 3% of the value of the End User Spend.
The Digital Vending Machine – The payment partner (for example; a telco) pays an upfront fee for Bango to provide the integration
blueprint to the Digital Vending Machine. Once the service goes live, there are recurring SaaS fees which scale proportionally with the
number of subscription entitlements managed (one entitlement equals one unique subscription service). In addition, there is a recurring
support/maintenance fee which is calculated as a % of the license fee.
Bango Audiences – Bango Audience customers (app developers, online retailers etc.) pay between 7-10% of their ad campaign spend,
subject to a minimum monthly fee, to use Bango Audiences in their digital ad campaigns. For this fee, Audience customers can use as
many Audiences as they wish during the course of their campaign.
Third-party data payments - A portion of Bango Audiences revenue is shared back with the data owner, usually a mobile operator. This
is charged as a cost of sales and is typically between 10-25%.
Every Bango customer contributes revenue to Bango. The revenue model means that in each area of the Bango business, revenue grows
as customers’ businesses grow, as well as by winning new customers.
11
Bango PLC | 2022 Annual Report
Strategy for growth
Bango operates in large and fast-growing markets that benefit from the increasing digitization in consumers’ lives across the world (see
market trends p. 6 - 8). The Bango growth strategy is focused on creating technology standards in our markets which bring unique advan-
tages to the digital services ecosystem, boosting customer success, increasing Bango market share and driving organic growth.
To maintain high rates of growth, Bango focuses on:
• Onboarding new Digital Vending Machine customers (e.g. telcos) which increases annual recurring revenue (ARR).
• Bringing more digital subscription merchants onto the Bango Platform.
• Winning more payment relationships to build end user spend (EUS) and generate Audience data.
• Growing the number of customers using Bango Audiences and increasing their spend
•
•
Investing in R&D to develop Bango technology, and in people to support, sell and market products
Establishing partnerships to market and sell the propositions.
The Digital Vending Machine
Increasingly, telcos (as well as other
‘utility’ service companies) are using
the appeal of entertainment and
lifestyle services to attract and retain
customers. Previously, one or two
subscription services were offered,
but a growing number of telcos
are focusing on meeting consumer
demand
for more subscription
services and becoming the single
platform
consumers
to
manage those subscriptions.
help
The Bango
‘Digital Vending
Machine’ (DVM) enables the world’s
leading telcos - including Verizon,
T-Mobile, BT & Liberty Global - to
offer their customers dozens of
subscription services bundled with
their own first-party services. These
global leaders power growth for
Bango by moving the market in the
direction of ‘super bundling’ and by
positioning Bango technology as
the de facto standard for powering
this business. In addition, these
telcos act as a ‘merchant magnet’,
bringing
additional merchant
relationships to the Bango Platform.
Once a merchant is integrated to
the DVM, any telco connected to
Bango can then offer these services
to their own customers, driving
additional growth.
Growth in this business is generated
by onboarding new DVM customers
and by existing customers moving
up through the license fee tiers.
Each time a consumer subscribes
to a service through a Bango DVM
powered offer, this uses up one
entitlement. In this way, a single
consumer subscribing
to many
services through the DVM will use
up multiple entitlements.
data
unique
Using
insights
generated by the Bango Platform,
Bango helps DVM customers
acquire new
subscribers more
quickly, scaling them through the
entitlement tiers faster. For example,
knowing a consumer spends money
in a basketball game, means
they are a good target for an
NBA subscription offer; knowing
a consumer already has Netflix,
Disney & HBO Max indicates that
offering them a music streaming
service rather than another TV/
Movies service is more likely to be
successful.
12
Bango PLC | 2022 Annual Report Strategy for growth
Transactional Payments
Alternative payment methods, including direct carrier billing
(DCB), wallets and subscription bundling, are growing in
popularity globally, which brings new paying users to the Bango
Platform. Additionally, underlying market growth causes an
“organic” increase in the end user spend processed.
Onboarding new merchants gives payment partners more
services to monetize. Existing Bango customers also launch
additional services that drive greater consumer spending
through the Bango Platform.
Adding new payment routes and new payment methods helps
our merchant customers acquire more paying users.
Uniquely, by applying data insights, Bango helps customers
acquire more paying users and grow end user spend, which
drives up the volume of payments processed.
Bango Audiences
Growth in the Digital Vending Machine and Bango Payments
brings more end user spend and more payment data to
monetize via Bango Audiences.
through means capturing more of each customer’s advertising
campaign budget.
Bringing in external data, such as credit card data, expands the
pool of data available to create Bango Audiences.
Expanding sales and marketing efforts to verticals outside
of gaming, such as fitness, financial trading and broader
e-commerce, increases the available market opportunity.
Onboarding new social media platforms allows marketing
teams to use Bango Audiences via multiple social media tools.
Expanding the platforms marketers can use Bango Audiences
Using the data collected from launched Bango Audience
campaigns, Bango optimizes the performance of new Audiences
and future campaigns. This means generating more payers for
customers, driving demand for Bango Audiences. More payers
also means higher transaction volumes for Bango Payments.
Increasingly merchants in the Digital Vending Machine are using
Bango Audiences to find new subscribers for their services. In
addition to generating Bango Audiences revenue, it increases
the subscription license fees paid by the operator of the vending
machine.
M&A
In 2022, Bango generated additional growth via the acquisition
of Docomo Digital. The deal brought Bango an additional
$3.5B of EUS data, solidified our position as the number on
telco integrator with global leaders like Amazon and Google
and brought over 100 new merchant and telco customers to
the Bango Platform. The deal was completely aligned with the
Bango growth strategy. See p.17 for more detail on how the
acquisition accelerated Bango growth by over 2 years.
Bango Virtuous Circle Strategy
Marketing that generates more purchase activity produces more
data insights, which continuously improves marketing effectiveness
Bango Audiences – utilizing
payment data
to create a
marketing tool that makes us
indispensable to online merchants
Bango
Payments
transaction volumes
platform generating masses of data.
–
through
driving
the
Digital Vending Machine – a
new way to acquire subscribers,
connecting multiple subscriptions to
one consumer bill
The more payment data Bango processes, the
more effective and valuable Audiences becomes.
13
Bango PLC | 2022 Annual Report Awards
14
Bango PLC | 2022 Annual Report CEO statement
Introduction
Digital Vending Machine
2022 was a transformative year for Bango.
1.
The traction with the Digital Vending
Machine increased 5x over the year.
This technology enables telcos to make
life easier for all of us by creating a
single portal to manage subscriptions.
2. The acquisition of DOCOMO Digital
and the signing of a new, long
term strategic agreement with NTT
DOCOMO solidified our position as
a leader in payments, accelerating
the Bango strategy by over two years
and supporting our medium-term
goal of moving towards hundreds
of millions of dollars of revenue.
3. Bango
Audiences,
technology, expanded
implementing
unique Purchase Behavior Targeting
(“PBT”)
its
customer base beyond App Developers
targeting new paying users, to major
brands such as Adidas who are
focused on the early identification of
prospective customers higher up the
marketing funnel.
I have always believed in the momentum
of Bango. In Physics, momentum is velocity
multiplied by mass. Bango has always had
the velocity; moving quickly to capture new
markets with technologies such as Purchase
like
Behavior Targeting and solutions
the Digital Vending Machine. What 2022
brought was a substantial increase in mass;
a doubling in scale with an EUS run rate
ending 2022 of $8.6B/year. This serves only
to compound our momentum, accelerating
Bango growth.
This momentum delivered 38% revenue
growth in a year where a strong dollar
reduced the financial benefit from contracts
in Euros and Japanese Yen and inflation
& interest rates soared bringing a cost-
of-living crisis at a level not seen for a
generation. The momentum of Bango
makes these major events minor bumps in
the road rather than barriers or obstacles.
Bango progress is evident not only in the
financial statements and major customer
wins but in the recognition from across
the industry. Awards such as “Diversity
Champion” at the AIM Awards and “Quoted
Company of the Year” at the Business
Weekly Awards, in addition to numerous
product awards, provide acknowledgement
that Bango is an exceptional business;
a point further reinforced by our annual
score which
employee
increased yet again to 83%.
engagement
How many subscriptions do you pay for? A
recent Bango survey revealed that 78% of
consumers want a single place to manage
their subscriptions with most voting for their
telco, broadband or PayTV provider to offer
this service (for more detail see p.7). This
is the problem the Bango Digital Vending
Machine solves.
The Digital Vending Machine is the Bango
Platform connecting multiple subscriptions
to one consumer bill, for example, a telco
bill, in a single online experience. The telco
chooses which subscription products to
stock the Digital Vending Machine with,
and provides a way to pay, but it is the
Bango Platform that
‘dispenses’ those
subscriptions.
The Digital Vending Machine has created
a recurring revenue stream for Bango. The
telco providers pay a setup fee and then
a monthly or quarterly license fee that
scales with the number of subscriptions
being managed. More users and more
subscriptions per user moves telcos into the
next license tier increasing Bango recurring
revenue.
The world’s largest telcos and merchants
rely on Bango to drive their growth. In 2022,
as a direct result of the Digital Vending
Machine telco wins, 44 merchants joined
the Bango Platform. This momentum
puts clear distance between us and the
nearest competitor in terms of connected
merchants. Each new merchant makes the
Bango proposition even more compelling to
prospective customers. The addition of the
“Global Technology Leader” back in June
2022 added the one missing logo to the list
of mega merchants in the Digital Vending
Machine.
The power of the merchants connected
to the Bango Platform along with the rich
feature set have led to some of the world’s
largest telcos including BT, Verizon, T-Mobile
US, Optus Australia and Liberty Global
adopting the Digital Vending Machine.
Bango is rapidly becoming the de facto
standard.
Payments & DOCOMO Digital Acquisition
The Bango Payments business allows
global merchants to find new customers
through alternative payment methods –
simply put, this is anything other than credit
cards, including both wallets and carrier
billing. This business is built on the same
Bango Platform that powers the Digital
15
Vending Machine and Bango Audiences.
Bango charges a percentage of the retail
price to process the payment transaction.
The organic growth of
this business,
coupled with the leverage in the Platform,
has allowed us to generate profits and cash
that we have chosen to invest in new growth
areas such as the Digital Vending Machine
and Bango Audiences. During 2022 the
business continued to grow and the “Global
Technology Leader” win announced back in
June added another leading app store to
the list of large global merchants using the
Bango Platform.
In August, the strategic value of the Bango
Platform was further evidenced when NTT
DOCOMO (the world’s largest carrier billing
operator) selected Bango as the acquirer
of DOCOMO Digital and simultaneously
signed a multi-year strategic agreement
that positions Bango as the platform to
connect global merchants into Japan. This
acquisition brought new operators such as
Telefonica, Three and Millicom to Bango for
the first time. It also solidified our position
with existing operators such as Vodafone.
The same story is reflected on the merchant
side, Bango and DOCOMO Digital were,
together, number 1 & 2 for both Google
Play and Amazon integrations – when you
combine the number 1 & 2 in any business,
a clear leader emerges.
The acquisition accelerated our growth by
over two years. It brought additional data
to monetize in Bango Audiences, along
with more merchants and operators for the
Digital Vending Machine, adding further
momentum to the Bango virtuous circle.
On announcing the acquisition, we were
very clear that in 2024 it would bring $16M
of revenue and $10M of EBITDA. To get to
this we must realize $21M of synergies by
combining the companies and migrating
all the routes to the Bango Platform. In the
first four months we executed over half of
the targeted savings. More work is needed
but, although time consuming, it is neither
difficult nor complex. The hard steps are
behind us and we are executing to plan.
Bango Audiences
Payment data from the Bango Platform,
along with third party data sources (such as
credit card processors), are combined using
unique Bango Purchase Behavior Targeting
(PBT) technology to create Audiences of
users, which allow marketers to target their
marketing campaigns at consumers who
have actually paid for similar products
previously. Bango Audiences are much
more effective (2-9x) than relying on soft
Bango PLC | 2022 Annual Report
CEO statement
indicators such as “searched for” or “like”
data provided by platforms such as Google
and Facebook.
2022 was certainly not a dull year for
marketers; the aftershocks of Apple’s IDFA
privacy changes, along with Facebook
pricing and a certain degree of chaos at
Twitter, created lots of uncertainty. One
thing is certain however; as the dust settled,
the value of Bango Audiences and PBT
became even clearer.
PBT is a new concept to many marketing
teams.
In previous years, our own
marketing campaigns have focused on
raising awareness about the value this
technology brings to ad targeting. In 2022,
amid the turmoil, the industry started to
see the benefits of Bango technology
for itself as Bango won both the “Most
Effective User Acquisition Company” at the
Mobile Marketing Awards and the Sales &
Marketing Technology Award ‘The Sammy’
for Ad Technology Product of the Year.
In 2022, we added support for Snapchat to
the Bango Audiences product and, for the
first time, attracted brands such as Adidas,
who used Bango Audiences both at the
bottom of the marketing funnel to drive
the conversion of paying users and higher
up the funnel in their brand awareness
campaigns to find more interested and
engaged customers.
2022 also saw the beginnings of Digital
Vending Machine merchants becoming
Bango Audience customers as they look to
find new users for their subscription services.
Outlook
The Digital Vending Machine is our number
one priority for 2023. We will invest to
reduce sales cycles and deployment times,
speeding-up the start of license revenue.
include adding new
Investments will
features to the product and “pre-stocking”
the vending machine with subscriptions
using the Bango e-distribution (“e-Disti”)
model. The e-Disti model standardizes
the technical and commercial model for
selling digital subscriptions through channel
partners. Bango acts as the merchant,
supplying subscription services directly into
the vending machine. The e-Disti model
provides a faster launch of services and
has already been successful with merchants
such as Microsoft and McAfee.
We had previously stated our expectation
was for $7M of ARR by the end of 2023.
Given the progress so far and ongoing
traction we now expect to reach $10M by
31 December 2023 (double that reported for
December 2022).
Bango Audiences will focus on growing its
share of the largest app developers’ ad
spend and expanding into brand marketing
higher up the funnel. And, by using
Bango Audiences to help Digital Vending
Machine merchants target new customers,
we not only generate revenue from the
use of Bango Audiences but create more
subscriptions to drive up ARR.
Inside Bango, our objectives for 2023 are
grouped in to three categories:
Growth – Accelerating our growth
Simplify – The team, processes and tools
to deliver growth with increased profitability
Sizzle – Making Bango THE winner - the
company everyone wants to work with or at
The growth will be evident both in the
announcements of new customers as well
as in the financials. The simplification of
the business will be evident in the EBTIDA
as the cost synergies from the DOCOMO
Digital Acquisition drop to the bottom line.
The sizzle comes from the accelerating
momentum of the Platform. The intersection
of consumer subscription services delivered
through a channel (e.g. a telco) is one
where a single platform such as Bango will
dominate.
We are excited by the opportunity as we
enter the next stage of our growth journey,
our 2023 results will demonstrate progress
on our growth and simplify objectives, as
for sizzle, ultimately, you will need to judge
that for yourself – the Bango team certainly
feels it.
Paul Larbey
Chief Executive Officer
16
Bango PLC | 2022 Annual Report
Acquisition of DOCOMO Digital
Acquiring DOCOMO Digital, the global payments business of NTT DOCOMO, was a transformational deal for Bango, increasing scale,
accelerating growth by more than two years, removing a significant competitor, and solidifying our leading position in the market. The
financials are compelling - an expected $16M revenue from 2023 and $10M EBITDA increase in 2024, all without accounting for revenue
synergies which are already starting to materialize.
Background:
On 29 August 2022, Bango completed the acquisition of DOCOMO
Digital, the global payments business of NTT DOCOMO, Japan’s
largest telco and the world’s largest provider of direct carrier billing.
At the same time Bango signed a long-term strategic agreement
with NTT DOCOMO, with Bango appointed as NTT DOCOMO’s
integrator for all global merchants into Japan. NTT DOCOMO
has many years’ experience working with Bango to facilitate the
charging of physical goods to NTT DOCOMO customers’ bills when
purchasing from Amazon. The acquisition and long-term strategic
partnership are a strong endorsement of the Bango Platform by
the largest telco in the largest carrier billing market in the world.
NTT DOCOMO needed a long term, strategic partner who would
be able to best serve its carrier billing requirements enabling billions
of dollars of end user spend (EUS). After a competitive process, NTT
DOCOMO decided the Bango Platform was best built to serve
its needs and the needs of the broader market (see p.10 for more
detail).
What the deal brings to Bango:
The acquisition is additive to all areas of the business. It is fully
aligned with the Bango virtuous circle strategy and immediately
added significant scale. It brings an additional $3.5B of EUS to the
Platform, beneficial to the Payments business, as well as providing
additional data for Bango Audiences to monetize.
The acquisition removed a competitor from the market and brings
key new telco and merchant customers including Telefonica,
Hutchison Group, Sony, Jetstar & Paramount+. It also deepens
relationships with many existing customers. Bango and DOCOMO
Digital were the number one and number two integrators for
Amazon and Google, making Bango now the clear leader, by a
sizeable margin.
Ultimately, acquiring DOCOMO Digital accelerates Bango growth
by more than two years, significantly enhances the scale of the
business and solidifies Bango’s leadership position.
DOCOMO DIGITAL
Docomo Digital, the Global Payments
Business of NTT DOCOMO, was acquired
by Bango PLC in August 2022
EUS.....................................................................$3.5B
Revenue.............................................................$16M
Operators...............................................................30
Merchants..............................................................60
Cost synergies.................................................$21M
Growth acceleration..............................>2 years
EBITDA +VE......................................................2023
$10M EBITDA.................................................. 2024
Integration:
After completing the acquisition, immediate action was taken to
move all Sales & Marketing activity under the Bango brand and
ensure colleagues across the business understood the strategic
rationale for the acquisition, what we can achieve as a combined
entity and the additional benefits Bango brings to all customers.
Bango identified $21M of cost synergies to be realized during the
integration process. Of this, $11M were already executed by the
end of 2022. The remaining synergies will be largely achieved as
the DOCOMO Digital routes are migrated to the Bango Platform.
Once migrated, those routes will transact at the usual Bango 99%+
margin.
Bango has highly applicable experience successfully migrating
payment routes.
Examples include:
Alongside customers, the talent acquired from DOCOMO Digital
is highly complementary, with staff across the business bringing
valuable skills and expertise to Bango, accelerating Bango growth
by speeding up the recruitment process and fulfilling the need for
additional resource in key operational functions.
• Migrating all of Verizon’s DCB business following the acquisition
of Bill to Mobile in 2016
• Migrating routes for Amazon from a competitor in 2021
• Migrating a DOCOMO Digital customer to the Bango Platform
also in 2021.
Once the integration is complete, the deal will add significant
financial benefit to Bango, forecasted to provide $16M/year
revenue from 2023 and $10M EBITDA by 2024.
The fact that so many DOCOMO Digital customers are already
connected to the Bango Platform further simplifies the migration
which will complete in early 2024.
17
Bango PLC | 2022 Annual Report Technology & innovation
The Digital Vending Machine
The Bango Digital Vending Machine (DVM) keeps consumers
engaged and maximizes the performance of super bundling
services for telcos and other subscription resellers. It removes the
pain that content providers would otherwise face if they had to
integrate with multiple different interfaces and service models.
The Bango Platform enables customers to innovate, offering multi-
product discounts and incentives that suit their millions of consumers
and and they take Bango technology into new market sectors, most
recently employee benefits programs.
In the past 12 months, Bango has developed and delivered
enhanced reporting and automated reconciliation, as well as offer
management and asset select technology.
Enhanced reporting and automated reconciliation gives DVM
customers deeper visibility into their performance and helps
them identify new areas for growth. With increased pressure on
consumer spending, the value of this technology to reduce churn
and increase customer acquisition rates is increasing.
Bango Offer Management technology allows resellers to customize
offers to the specific interests and purchase behavior of customers.
They can push the right offers and bundles to their customers,
at the right time, optimized to achieve maximum conversion. For
example, a consumer with three video subscriptions, might be more
likely to take up a new music subscription than they would another
video subscription. This flexibility improves customer acquisition and
average revenue per user (ARPU) and, as a result, Bango revenue
grows.
Bango Asset Select is an API based system that enables DVM
customers to respond rapidly to market events. An unexpected
hit TV show, a home nation sports team progressing further than
expected, or a mid-year fitness trend ignite the need for near-
instant offers with bespoke marketing imagery to capitalize on
these opportunities. One simple API call to Bango Asset Select,
with information about the user for any of the target content, for
any campaigns and communication channel, is sufficient to deliver
the optimum campaign collateral at the right time and removes the
errors that occur with legacy methods. Unique Bango knowledge of
the end consumer, beyond that known by any individual merchant
supports personalization of the assets provided to that user.
Using subscription fatigue to increase engagement
In 2019, Bango launched highly innovative ‘suspend and resume’
technology. This allowed operators to encourage pre-paid users to
top up regularly by linking third-party product rewards to the top-
up event. For example, receiving free access to Amazon Prime when
topping up a minimum of $10 per month. Suspending rather than
cancelling when a top up is missed, so that it can be seamlessly
resumed once the criteria are met, increases lifetime value and
drives more top ups. 12 operators on the Bango Platform are
now using this technology to deliver a better experience to their
customers.
Suspend and resume has since been extended to meet a market
need driven by consumers who are looking for greater flexibility
from their subscription services and by merchants and telcos
looking to reduce customer churn.
18
Bango technology enables a customer to pause or ‘suspend’ their
subscription for a short period (for example while on vacation) and
restart it again or ‘resume’ without needing to repeat a sign-up
process. For some subscriptions, for example those with an ad-
supported free tier, the pause may result in a drop to that tier so
that the service can still be consumed but is temporarily funded by
ads.
Bango analysis de-bunks the widely held view that supporting
consumer flexibility reduces customer lifetime value (LTV). Evidence
shows that providing
increased flexibility and encouraging
customers to engage with their services, users stay for more than
twice as many subscription periods than less engaged consumers.
Predictive authorization is another innovative Bango technology
that increases customer retention, lifetime value and customer
satisfaction in post-paid markets. For a contract customer, a
subscription may be renewed at a point in the month when the
account is at its monthly limit causing the subscription renewal
charge to fail. To prevent subscriber loss, predictive authorization
uses Bango payment analytics to “rank” if the customer is likely
to meet their expected payment obligation later. Based on
the analysis, the reseller or merchant can allow the customer to
continue enjoying their service uninterrupted and Bango collects
the payment a few days later, when the account is in credit again.
This increases customer retention and lifetime value and improves
the end user experience.
Adapter approach pays off again, with speed to market
The Bango Open API architecture means partners (merchants,
telcos, app developers, wallets etc) can quickly and easily integrate
with the Bango Platform. Software “adapters” are available or
rapidly created to bridge between customer systems and the
Bango Platform, eliminating the need for telcos and other big
organizations to undertake significant development work.
Bango PLC | 2022 Annual Report Technology & innovation
This flexible approach is paying dividends following the acquisition
of DOCOMO Digital in 2022. An adapter bridging the two platforms
enabled customers to quickly establish an integration into the
Bango Platform as a less disruptive way to migrate to the Bango
technology stack, avoidinga complex re-engineering process.
To simplify onboarding, Bango offers a self-certification programme
to customers. For Payment and Digital Vending Machine partners,
this comes in the form of ‘Bango Music’, a demo merchant.
Integrating with Bango Music provides payment providers with a
way of connecting to the Platform in an agnostic way. Once the
Bango Platform is integrated, Bango Music can be used for testing
and demonstration to customers. Other merchants can then be
simply “switched on” as commercial agreements are concluded. This
means rapid growth in the deployment of merchants, leveraging
the Bango “connect once, access many” philosophy.
Similarly, merchants have access to ‘BangoTel’ – a full function
payment provider simulation, enabling them to integrate into the
Bango Platform and be ready to activate any of the 100+ payment
providers and telcos that are already connected.
By empowering partners to self-serve and self-certify, Bango
enables them to iterate quickly and build high quality connections
to the Bango Platform.
Audiences: Creating. Sharing. Measuring.
Digital marketers advertise on many of the popular social ad
platforms (Facebook, TikTok, Instagram, SnapChat, Twitter). Now,
delivering a campaign with a Bango Audience of paying users
to every social platform is available on demand, due to the
introduction of an automated API for Audience upload and sharing
which eliminates what was previously a manual task.
Investment in the areas of Machine Learning AI have uncovered
more insights into purchase behavior and increased Bango
Audience performance. Bango is developing additional targeting
techniques using semantic clustering and categorization based
on content information about the applications. This will enable
Bango to forecast application purchases with a high degree of
accuracy based on targeted details. Factors such as recency or
type of purchase and even specifically matching app details take
marketing focus beyond high level sector categorisation.
This unique approach enables Bango to highlight correlations
customers may not expect. For example, 35% of users who make a
payment in a stock trading app also make payments or subscribe
in a dating app, or 75% of all social casino app payments are made
between the hours of 6pm and 11pm. This not only opens up huge
pools of target customers with a high likelihood of conversion but
means Bango can provide additional insights to marketers, such as
the best time of day to run campaigns so they maximize return on
ad spend (ROAS).
The scope of Bango Audiences through the marketing funnel is
evolving. Audiences are delivering top and mid-funnel metrics,
which return better engagement results than targeting without the
benefit of Bango Audiences. Improved targeting, even with top
of funnel activities, ultimately delivers higher return on ad spend,
which is key across all businesses.
This data is also crucial to understanding the early stages of the
customer journey into bundling, enabling resellers and content
providers to develop more effective marketing and sales strategies
and identify opportunities for engagement and conversion.
19
Bango PLC | 2022 Annual Report Environment
Bango is committed to doing everything it can to reduce the environmental impact of its business and encouraging partners and investors
to do the same.
Bango carbon neutral journey:
Bango certified carbon neutral for
scope 1 & 2 emissions
Bango maintains carbon neutral
status for scope 1, 2 & 3 emissions
and submit commitment to
become net zero by 2040
2020
2021
2022
Bango certified carbon neutral for
scope 1, 2 & 3 emissions
In 2020, Bango became certified as a Carbon Neutral business to
the PAS 2060 standard for scope 1 & 2 emissions. During 2021, as
well as maintaining Carbon Neutral status for scope 1 & 2 emissions,
Bango extended the scope of certification to include scope 3
emissions. This extension to was also applied retrospectively to
2020.
to changes in energy consumption at the Bango Cambridge HQ,
switching from gas powered heating & cooling to renewable energy
sources. In 2023, Bango plans to relocate the Cambridge HQ and
securing an energy efficient building is a key priority. Bango also
aims to ensure the building is fully powered by renewable energy.
This will enable further reductions in scope 1 & 2 emissions.
Scope 3 emissions increased during the period, primarily due to
more normalised (pre-covid) levels of international air travel. The
acquisition also increased the need to travel, both when conducting
negotiations and due diligence before the acquisition completed
and, since completion, to ensure a smooth integration. Bango
is also a high growth business which means scope 3 emissions
naturally increase as we acquire more customers and partners.
Bango is committed to working with customers and partners to
help them reduce their carbon footprint. We have already engaged
with our key partners to offer insight and support on ways they
can reduce their environmental impact. This has led to our largest
supplier undertaking steps to become net zero, as well as several
others engaging in carbon reduction activities.
In 2022, Bango hosted its first ‘environment week’ for employees,
which featured a series of sessions and activities designed to
educate staff on their environmental impact, provide advice on
ways to reduce it and promote Bango supported initiates to
encourage more environmentally friendly choices. Bango initiatives
include an electric vehicle scheme, a cycle to work scheme and
advice on how to reduce energy consumption at home. These
initiatives will help to reduce scope 3 emissions by reducing the
impact from commuting and working from home.
Additional Bango environmental initiatives:
To reduce waste, Bango operates paperless systems. All Bango
employees are provided with reusable, personalized and Bango
branded hot and cold drinking bottles and coffee cups, eliminating
the need for disposable vessels.
A breakdown of what contributes to scope 1, 2 & 3 emissions is
shown below:
The certification was provided by Go Green Experts Ltd, a leading
environmental consultancy and BSI member. Bango achieved this
important milestone ahead of many of the largest technology
companies.
2022 environmental performance:
2022 was an unusual year for Bango environmental performance
due to the acquisition of Docomo Digital. The acquisition saw
Bango significantly increase the number of employees, offices,
customers & suppliers. As a result, the environmental footprint of
the business naturally increased.
Bango - Scopes Breakdown (Tonnes CO2e)
Scope 1
Scope 2
Scope 3
Bango 2021
Bango 2022
ex. Docomo Digital
Total Bango 2022
incl. Docomo Digital
12.9
7.6
12.9
26.5
877.3
916.7
Excluding the acquired Docomo Digital emissions, Scope 1 & 2
emissions reduced significantly during 2022. This was largely due
20
25.0
13.3
619.1
711.1
Total
657.0
732.0
Bango also works with an external company to manage the
disposal of any waste hardware. This ensures data is erased to the
most stringent standards and the physical hardware is recycled.
Continuing efforts made in 2021, Bango made a further drive to
encourage investors to switch to paperless communications in
2022. Bango already provides the majority of shareholders with
electronic communications – including statutory notices – and
with digital reports, such as this Annual Report. This year we are
again encouraging everyone who receives a paper copy to donate
Bango PLC | 2022 Annual Report Environment
£6 to Trees for Cities to plant a tree. Bango will match donations
planting a tree for each paper copy of the annual
report we send out. To donate, please visit: https://
www.treesforcities.org/get-involved/donate
agriculture, cattle ranching, and monoculture plantations, placing
threatened and endemic species at risk of genetic isolation while
destroying well-established carbon sinks.
In April, Bango gifted employees a ‘THRIVE’ plant.
For each plant gifted, Bango donated to plant a
tree. These two activities resulted in 147 trees being
planted by Bango during the year.
Bango environmental performance post-acquisition:
The total Bango carbon footprint increased during 2022 due to
the acquisition of Docomo Digital on 29 August. This contributed
to significantly higher Q4 emissions due to the increased number
of employees, customer & suppliers. Scope 3 emissions were the
most affected, caused by business travel and a high number of
acquired employees working from home. This carbon contribution
will decrease as the integration completes. Actions including
headcount and office rationalization, supplier consolidation and
the termination of data center contracts once the Docomo Digital
Platform is switched off will significantly reduce scope 1, 2 & 3
emissions.
Despite an increase in the underlying numbers, Bango carbon
intensity during 2022 reduced. Carbon intensity provides a
valuable indication of the ongoing commitment to reducing our
environmental impact.
Bango - Breakdown of Carbon Intensity by Scope (Tonnes
CO2e / $m Turnover)
Bango 2021
Bango 2022 ex.
Docomo Digital
Bango 2022 incl.
Docomo Digital
Scope 1
Scope 2
Scope 3
0.6
0.3
0.4
1.2
0.5
0.8
29.9
25.5
26.7
Total
31.7
26.3
27.9
For emissions Bango was not able to eliminate during 2022, an
investment was made to offset them. In 2023 Bango has committed
to invest in Direct Air Capture technology (DAC) as this is considered
one of the lowest risk methods of carbon removal technology. It
is an expensive solution as the technology is not yet scaled, but
through investment by organisations like Bango it is predicted that
DAC technology will scale and become lower cost in the future.
By purchasing avoidance credits in the REDD+ project ‘Caribbean
Guatemala: The Conservation Coast’, Bango is helping to prevent
the forests within the scheme suffering a similar fate. Managed by
WLT partner FUNDAECO, the Conservation Coast protects more
than 300,000 acres of tropical forests and wetlands, spanning
the entire Caribbean coastline of Guatemala. These ecosystems
serve as carbon sinks and provide environmental services like
clean drinking water, timber, and natural disaster risk reduction for
the people who live here. As a supporter of this project, Bango
is preserving critical habitat for 30 species of high conservation
value, including Jaguar, Baird’s Tapir and West Indian Manatee.
Around 500 species of bird have been recorded in the project
area. Improving access to healthcare and education for women
and girls is also a key focus, particularly among Indigenous
groups. Using project funds, FUNDAECO are working to develop
sustainable agroforestry systems, sustainable livelihoods for farmers
and fishermen, and an ecotourism programme that will employ
members of local communities. The Conservation Coast is certified
to the Verified Carbon Standard (VCS) and Climate, Community
and Biodiversity Standard (CCBS).
Path to Net Zero:
During 2022, Bango submitted a commitment to SBTi to become
Net Zero by 2040.
Net zero means cutting greenhouse gas emissions to as close to
zero as possible and ensuring any remaining emissions that cannot
be avoided are removed from the atmosphere, for example via
Direct Air Capture technology (DAC). Bango is already investing in
DAC, as detailed earlier in this report.
Bango is targeting a 72% reduction in CO2e emissions by 2033
from the 2022 baseline position. This is equivalent to a 660 tonnes
reduction in CO2e by 2033. Bango has also set an ambitious target
to achieve 80% renewable energy use by 2025 and 100% by 2030.
The Bango Decarbonisation Strategy 2022
- 2040 and
accompanying carbon footprint have been calculated by Go
Green Experts, to identify the scale and prioritisation of measures
to reduce the overall environmental impact moving forward. This
strategy sets out ambitious, yet achievable, decarbonisation targets
to 2040 and beyond.
Specifically, Bango has invested £3,600 in four tonnes of CO2
removal from the air for permanent storage using underground
mineralization, this is in addition to the two tonnes purchased in
2021. The planned location of CO2 capture and permanent storage
is Iceland, with CO2 capture delivered c.10 years from the investment
date. The project is managed by Climeworks. In the year that the
carbon is removed, Bango can use the carbon credit to support the
mitigation of any remaining carbon footprint.
A full sustainability report, including key Bango actions to achieve
this plan will be published during 2023.
Bango’s environmental policy has Board-level visibility and oversight.
Progress towards the achievement of environmental initiatives and
commitments is reported to and overseen by the Board through
monthly management reports and regular discussion at Board
meetings.
Bango has also purchased 917 tonnes of carbon credits from the
World Land Trust’s (WTA) high quality Carbon Balanced Project
to offset 2022 carbon emissions. By choosing to offset through
the WTA Carbon Balanced programme, Bango is supporting a
biodiversity, conservation and restoration project in Guatemala.
Guatemala loses an average of 180,000 acres of forest every
year. This rapid rate of deforestation is driven by slash-and-burn
21
Bango PLC | 2022 Annual Report Social
Introduction
The Bango THRIVE values - transparent,
happy, reliable, innovative, victorious and
expressive - set high standards for everyone
at Bango. They are fundamental to why
Bango is such a special place to work
and are values that everyone across the
business commits to.
In August 2022, Bango acquired DOCOMO
Digital. Maintaining the Bango culture while
welcoming new colleagues has been key
to the successful integration process and
the values define a way of working that all
employees have embraced, company wide.
Employee engagement
Each year, an externally managed employee
engagement survey measures the impact of
the Bango ‘THRIVE’ values.
In 2022, Bango recorded its highest ever
engagement score of 83% beating the
previous high score of 82% achieved in 2021.
It also compares strongly against the 2022
sector average score of 74%, something of
key importance to Bango when recruiting in
a highly competitive market.
Bango progress even further. These actions
are monitored throughout the year by the
leadership team and the Bango Board
is presented with the full survey results,
followed by a detailed update twice a year
on engagement measurement and actions,
with selected KPIs reported each quarter.
survey process
The engagement
is
administered by Unicus, a highly respected
leadership
organisation
development
which works with some of the UK’s leading
companies.
facilitate a smooth
In August, Bango headcount increased
significantly from 130 to a peak of 351 after
acquiring DOCOMO Digital. Retaining a
highly engaged employee base was a key
priority for the integration. Several measures
were implemented during the integration
transition and
to
ensure the THRIVE values and the Bango
culture benefited all employees globally.
Measures taken included quick, clear &
transparent communication on changes
to team structures, regular, company-wide
Q&A sessions, and hybrid events to bring
colleagues from offices around the world
together in a more social setting.
pulse survey is scheduled in April 2023.
Diversity & Inclusion
In
Expressive is a core value at Bango.
We value difference, which is key to the
continued growth and resilience of Bango.
We aim to create a working environment
where employees are comfortable to be
themselves.
the 2022 engagement
survey, Bango received a score of 96% in
answer to the question ‘Bango provides
an environment for the free and open
expression of ideas, opinions and beliefs’.
By fostering difference, Bango not only
creates an atmosphere where employees
can thrive but also promotes a multiplicity
of views and opinions, which fertilizes the
innovation process.
In 2022, Bango won the ‘Diversity Champion’
award at the London Stock Exchange AIM
awards. While this recognized the work
done to date, Bango is committed to
continuously encouraging and promoting
diversity & inclusion (D&I).
Bango has a diverse work force with 70:30
male:female employees and 34 different
nationalities. The Bango leadership team
is 60:40 male:female and the Board is
67:33 male:non-male. We are committed to
ensuring Bango continues to provide equal
opportunities to all, free from stereotyping
and bias.
in
forward
into 2023, Bango
In 2022, a D&I committee was formed by
Bango employees, made up of people
across Bango who are keen to ensure
D&I is an area for continuing progress.
Looking
is
investing in improving training, mentoring
and awareness internally, as well as in
the community.
projects externally
Diversity remains an ongoing issue in STEM
industries, which is why Bango is focused
on developing opportunities in the wider
community as well as in the business. We
provide ongoing support and direction
to our talent acquisition team to increase
inclusion and remove any potential for bias
from the hiring process with the aim of
attracting the best and most diverse range
of STEM talent.
Life at Bango
throughout
Bango hosts many events
the year to bring teams and colleagues
together. These range from small events
like the ‘Bring & Share’ hosted twice in 2022
(food is always a great way to bring people
together!), through to larger events like the
annual Bango quiz.
In a fast-growing company, the survey is an
invaluable resource which allows employees
to provide direct, detailed feedback and
helps ensure Bango maintains its inclusive,
company
innovative and
culture. With 99% of employees completing
the survey - itself a strong indication of
engagement - this is a great way to collect
feedback across the entire business.
stimulating
A score of 83% is an achievement Bango
can be proud of, but the survey also
identifies areas
improvement. The
feedback and detailed responses from the
survey are used to create actions which help
for
To ensure these measures were effective, in
December 2022 Bango conducted a ‘pulse
survey’ to collect feedback from employees
on how they thought the integration was
progressing. The results were positive. 79% of
employees agreed that the integration was
progressing well, 84% said they understood
how their role contributes to the success of
Bango and 89% agreed that Bango creates
a culture that values different opinions and
backgrounds. These scores give room for
further improvement, but it is encouraging
to see such high levels of engagement
and the widespread understanding and
embracing of Bango culture. A second
22
Bango PLC | 2022 Annual Report Social
far
By
the biggest
event of the year was
festival-
the Bango
themed summer party,
called THRIVE-fest. As
the finale to Global
Week - an opportunity
from
for employees
every Bango office to come together, share
ideas, knowledge and experience - THRIVE-
fest was a great opportunity to socialize
with the Bango global employee base.
The event featured international food, live
bands, karaoke, a variety of beverages and
an inflatable chicken!
Health & Wellbeing
Bango employees dedicate a significant
proportion of their time to Bango, which
means people need to be able to take care
of their health and wellbeing – mental and
physical – when working.
In 2021, Bango introduced the role of mental
health first aiders who are available to
provide support to employees and reduce
the stigma around mental health issues.
This year, during mental health week,
Bango also provided a series of mental
health awareness sessions provided by the
Mindful Station to equip employees with the
tools to destress and reduce anxiety should
they need them.
Bango also provides employees with free
weekly Yoga, Pilates and Cardio classes to
support the mental & physical wellbeing
of staff, as well as discounted Gym
memberships.
In addition, after a review in 2022, Bango
increased the healthcare cover available
in the Bango benefits package to ensure
employees have easy access to health and
dental care should they need it.
Learning & Development
Bango designs development paths
to
support individuals through a combination
of digital learning formats and in-person
sessions. In addition to third-party training,
importance of
Bango emphasizes
hands-on in-house training.
the
charity, Bango supports employees to
raise money for a range of charities that
are important to them, matching personal
donations raised.
In 2022, Bango supported >20 charitable
causes:
has
in Bango
Everyone
personal
development plans that form a part of
the annual review process. In line with our
THRIVE values, everyone is encouraged to
take ownership of their development plan
and each development plan is individually
created, recognizing that there is no one
size fits all solution.
In 2022, aside from regular in-house training
sessions, Bango supported dozens of
external training & development activities,
ranging from courses to help employees
progress into Management positions, to
ACCA accounting courses,
to
software training, bespoke to employees’
individual needs.
through
When joining Bango, the Bango ‘buddy’
scheme gives new employees a ‘go-to’
person to help them get up to speed
quickly. This is always a person from a
different team to their own to help them get
to know people across the business quickly.
A Bango buddy helps new colleagues find
out anything they want to know about
Bango and settle into life at Bango as
quickly as possible.
Giving Back
Bango recognizes that the local community
is a key part of the infrastructure that
enables us to succeed. Bango supports the
communities in which we work through a
variety of means. Rather than select one
23
Bango PLC | 2022 Annual Report Hear from Bango employees
DAN HALE, DIRECTOR OF BUSINESS ANALYSIS
“I was given the opportunity to join Bango in 2013 as one of the first apprentice engineers in the
business. This involved an intensive four-year training program, ending in a fully funded bachelor’s
degree and a role as manager of the 1st Line Support team.
During my time in the operations team, it became clear my enjoyment of problem solving and
working directly with customers was a big motivator. As a result, I was encouraged to move into the
sales team and became Head of Technical Sales, a role centred on being the technical influence in
sales deals across the globe.
In 2021, an opportunity arose to expand the business analysis team in Bango which led to my
current role as Director of Business Analysis. This role has provided me a lot of experience in building a high performing team and has
enabled me to play a key role in successful delivery of Bango partnerships.
Over my decade long career in Bango, I have experienced excellent support to grow, been regularly challenged out of my comfort zone
and have been lucky enough to work with some very talented people. I am looking forward to the amazing opportunities ahead for
Bango.”
RAQUEL QUINTANILLA, VP SALES OPERATIONS
“I joined Bango through the Docomo Digital acquisition in August, and I am responsible for all
things sales operations related – processes, data, systems and cadences. Following the acquisition,
the remit and the size of the team we now support have considerably increased, bringing new
challenges and opportunities as we work closely with other functions to remove friction in the
customer journey.
Driven by outcomes and operational excellence, I am an enthusiastic advocate for simple and
efficient customer centric processes. Optimization and automatization are the foundation of
everything we do as a team – something I was pleased to learn Bango also encourages - while
providing key data insights to support decision making, drive forecast accuracy and revenue growth
for the business.
I have found Bango provides the perfect environment for proactive individuals to thrive; if you are keen to deliver at speed and make
an impact, you will be given every opportunity to do so in a supportive and collaborative setting, change is the only constant.”
DAN LINTON, REGIONAL SUPPORT MANAGER
“I joined Bango in 2014 as a 1st Line Engineer and an early member of the Bango Apprenticeship
programme, working in the 24/7 Bango Platform Operations Center (POC). I quickly got into my
stride and, in 2017, as a 2nd Line engineer, began to oversee and manage the activities for our
new merchant in Japan, Amazon.jp.
It was an exciting and unique opportunity as it was the first merchant Bango processed payments
for that was selling physical, rather than digital, goods. In addition to providing 24/7 technical
support and ensuring the Bango Platform was stable and reliable, I also spent time with Japanese
carriers and Amazon, working to identify and implement ways to expand the service.
As part of the role, I often visited partners directly in Tokyo, as face-to-face time is valued very highly in Japanese business. Being able
to travel and experience new cultures is one of the great things about working at Bango.
Recently, I have taken the role of Regional Support Manager, and moved to be based in Tokyo full time. From the Japanese office, I
now manage a small team to ensure an excellent level of support for global merchants integrating with carriers in Japan. I have seen
the office grow from just 2 people in 2014 to 8 people today!
I’ve enjoyed incredible career progression within Bango and have always felt like part of a very friendly and supportive (sometimes
crazy) family and can’t wait to see where the next few years takes us!”
24
Bango PLC | 2022 Annual Report Hear from Bango employees
PATRICK SMITH, TECHNICAL INTEGRATION SPECIALIST
“I joined Bango as a 1st line engineer in late 2017 in the 24/7 support team. The responsibility of
monitoring the Platform and resolving customer issues was all part of the role. There was a lot of
camaraderie in the team and we supported each other closely. To this day, some of my closest
friends are colleagues from that team. The role provided a lot of responsibility early on which
allowed me to grow as an individual and find my specialisation within Bango.
After a few years in the 1st line team, I became a 2nd line engineer in the newly founded Resale
sub team. A highlight was meeting the Amazon Fuse team who had flown from around the world
to meet us in London. This role was a step up in responsibility and with that came some added
pressure, but again close help and support from colleagues in the team when you needed it.
Last year, I took advantage of an opportunity to move into the integrations engineering team as a Technical Integration Specialist. For
me, this role is a natural progression as I was keen to get into a more delivery focussed role. I work with a team of developers and QA
engineers delivering projects for some of Bango’s largest customers. I’m grateful for the opportunities that have been available to me
since joining Bango to continue learning and developing in my career.”
LUISA HELENA BARONE MUNERATTI, SENIOR VP - SALES
“I joined Bango in September 2022 through the acquisition of Docomo Digital. After working at
Docomo for more than 12 years managing and expanding the commercial operations in Latam
and Europe, I was offered the opportunity at Bango to expand my horizons to cover North America,
Latam and Iberia.
I started my career in the telecommunications industry back in 2007, when ringtones and sms
subscriptions were the hype! Since then, I developed a passion to sell, and create strategies to
better serve our customers. I was able, with confidence, to develop the entire Latam region, when
nobody truly believed it was possible to build a sustainable business and it gave me fuel to keep
growing and thriving.
Working at Bango is bringing me a lot of experience, fun, and, most important, I am developing my skills every day. The Bango go to
market strategy makes me feel energized, inspired and super excited about our future. We have created a really driven team, aligned
with our core values, and with great synergy! I am also more aware of promoting transparency (a core Bango value) between colleagues
and clients, and encouraging our teams to speak openly, share new ideas and be part of something bigger. The support has been
amazing and I’m very proud to be part of such innovative company.”
MADHUMITHA SRINIVAS, PRINCIPAL SOFTWARE ENGINEER
I joined Bango in 2016 as a Senior Engineer with decade of experience in software development. I
was part of a team responsible for a then new product, Bango Resale. This was an exciting project
as it enabled Bango to move from processing transactional payments into bundling subscription
offers. My work involved all aspects of the product development cycle including launches, features,
maintenance, and integration and gave me the experience need to move into a Principal Engineer
role, expanding my skills further. I was responsible for the Engineering ownership of Resale which
provided insight into the cross functional aspect of the engineering development.
architecture, migration, innovation, analysis, problem solving, and working across various kinds of teams.
With the growth of Bango and the aim to expand the product more, I moved to become the
Technical Lead for two teams. The role brought with it a wealth of experience around designing,
In 2022, I was given the opportunity to take my experience of product delivery, functional management, and cross functional team
liaising to an exciting new position of Engineering Delivery Manager.
It has been a pleasure to grow right along with Bango. There is always trust and support to take the paths that will enable you to
achieve the most success. Bango is an interesting and dynamic place to work and there is absolute delight in knowing that there is
always more to do and new horizons to reach.
25
Bango PLC | 2022 Annual Report Section 172
Decisions of the Board take into account not
just short-term, but also medium and long-
term consequences, which are carefully
considered and balanced, having regard to
the various needs and priorities of Bango,
our customers, partners, shareholders,
employees and other stakeholders.
The Board adopts and reports to the QCA
Corporate Governance Code to further
support these principles, with more detail
of the steps Bango has taken set out
in the QCA website disclosures against
Principles 3 and 9 to the Code, which can
be found on the Bango website at https://
bangoinvestor.com/aim-rule-26/.
Bango works with the global leaders of
the technology and telecoms industries.
the highest standards of
Accordingly,
business are demanded. Bango works
with these global leaders, at the forefront
of business, industry and technological
innovation, to ensure these standards are
constantly challenged and improved.
The competing needs of
the various
stakeholders of Bango are monitored
and reviewed at management and Board
level. Where conflicting needs arise, advice
is sought from the wider Board and, as
necessary, from Bango advisors. Through
the careful balancing of stakeholder needs,
Bango seeks to promote success for the
long-term benefit of shareholders.
Examples of how Section 172 factors have
been considered by the Board in 2022
include:
• Decision to increase investment in both research and development as well as sales and marketing to accelerate
for
the customer proposition.
the growth of
shareholders, provides more development opportunities
the Digital Vending Machine. This decision maximizes
for employees and
the mid and
long-term
improves
return
•
Extending commitment to the environment by submitting a pledge to SBTi to become Net Zero by 2040. Currently
Carbon Neutral for scope 1, 2 & 3 emissions, the move to Net Zero will benefit the community & environment, as
well as customers, partners and investors who are equally committed to reducing both their own environmental
footprint, as well as that of companies they work with or invest in. The board remains committed to continually
reducing Bango’s impact on the environment. More information can be found in the environment section on p.20
- 21. A detailed plan of actions that will enable Bango to achieve Net Zero status by 2040 will be published in 2023.
• Decision to acquire DOCOMO Digital Limited from NTT DOCOMO. In making the decision and, setting the terms under which the
acquisition would be made, the board considered possible risks from the integration in addition to the benefits for all stakeholders.
The acquisition was made as the board considered the benefits (e.g. financial, scale, access to talent) to employees, shareholders
and customers far outweighed the risks (e.g. the risk from integrating the two companies systems, platforms and employees).
The key stakeholder groups considered by the Board in key decisions are:-
Stakeholder
Stakeholder Description
Communication
Measures
Customers
integrate
Bango customers and
partners
diverse.
are
Large global merchants
integrate with the Bango
Platform to reach new
customers, and payment
providers
to
offer a broader range of
services to their customers.
Bango Audiences offer
the marketing teams in
large and
companies,
small, the ability to target
their marketing campaigns
based
purchase
behavior to gain a higher
return on investment. In all
cases Bango’s focus is to
help its customers grow,
which
inevitably means
Bango grows.
on
Support tickets provide an audited track of all customer
communications for both outbound and inbound
support requests.
The ultimate measure is the
end user spend process by the
platform.
Monthly/quarterly business reviews are held with all
major customers.
The Bango Dashboard provides a real-time view into the
Bango Platform.
Bango Boost provides quarterly reports to payment
providers and merchants with actions and results to
further increase EUS over the route.
For Bango Audiences, monthly data supply revenue
reports are provided to all data suppliers.
performance,
Support,
customer
satisfaction and
retention key performance
indicators (KPIs) are reported
quarterly to the Board.
are
from
performance
Customer
received
dashboards
some
quarterly
customers with
issues and
improvement actions reported
to and tracked by the Board.
For customers using Bango Audiences, data insights are
assessed during the course of customer ad campaigns to
further improve conversion and paying user acquisition
rates.
Newsletters and social media provide a regular
mechanism for updating customers on the latest
developments in Bango.
26
Bango PLC | 2022 Annual Report Section 172
Stakeholder
Stakeholder Description
Communication
Measures
Employees
Shareholders
People are the heart of
Bango and are critical to
its success. The Bango
THRIVE values spell out
the high standards that
such a
make Bango
to work.
special place
A companywide
share
scheme means
option
that all employees feel
connected to, and benefit
from, the growth of the
company.
Monthly all-staff meetings provide a regular engagement
point to discuss the progress across Bango. With a
global employee base, these are hybrid physical/virtual
meetings. All-staff meetings remain a key forum for new
starters to meet the wider team and for people to raise
questions.
Bango holds regular ‘Global Weeks’. A Global Week
is the opportunity for all of the company to gather
in one place facilitating engagement, learning and
development opportunities across teams.
All staff receive the monthly management pack that the
Board receives. This is publicized internally, and people
are encouraged to read and raise questions from the
report.
Feedback forums in tools such as Slack provide a more
informal but rapid means of communication.
Bango conducts an annual
engagement survey. For more
detail, see the Social section
on p22-25.
Staff
retention and churn
measures are tracked with all
leavers and starters reported
to the Board.
an
Bango
play
role
performance
company.
shareholders
important
the
the
of
in monitoring
Bango hosted an investor strategy day in November
2022. The event provided new and existing investors with
a detailed insight into Bango technology and markets. It
also provided the opportunity to hear presentations and
ask questions of customers including NTT DOCOMO,
Liberty Global and Product Madness. The event was well
attended by both professional and private investors with
c.70 guests attending in-person. The content presented
during the strategy day is available to view at https://
bangoinvestor.com/bango-strategy-day-2022/
The number of unique visitors
to the Bango investor website
increased by 45% in 2022. 10%
more document downloads
were made in 2022 vs 2021.
investors
The number of
subscribing to the Bango news
distribution serviced increased
by 20% in 2022.
RNS announcements and social media communications
are used to communicate the latest developments.
Regular face-to-face and virtual meetings are hosted
with shareholders and prospective investors.
75
than
More
investor
meetings were held during
2022, including several group
meetings.
Results videos were used
communication.
to
support
investor
A number of new investors
were added to the share
register in 2022.
resolutions
to
All
shareholders at the AGM in
May 2022 were passed.
put
Bango uses Investor Meet Company (IMC) to update
investors on results, as well as other key developments,
such as the DOCOMO Digital acquisition. Meetings
hosted via IMC are open to all and provide the
opportunity for attendees to ask questions of the
Management team. This year, Bango used the IMC
platform to host a hybrid (virtual and in-person) AGM,
enabling a greater number of shareholders to take part.
Bango also presented at several conferences, targeting
both professional and private investors during the year.
Regular blogs provide time relevant commentary on
industry events and trends.
Large shareholders are regularly consulted on topics
from governance to board composition.
investors@bango.com provides a simple way for all
shareholders to raise questions to management.
27
Bango PLC | 2022 Annual Report Section 172
Stakeholder
Stakeholder Description
Communication
Measures
Key actions and issues from
supplier reviews are reported
to the Board in the monthly
management reports.
Regular security and process
audits are carried out on
critical
when
suppliers
deemed necessary. Major non
compliances are reported to
the Board.
Scope 2 & 3 emissions are
logged with
tracked and
an
Go Green
Experts,
environmental
consultancy
appointed by Bango.
A detailed outline of the Bango
environmental
performance
can be found on p.20-21
In 2023, Bango will publish
a comprehensive overview
of the planned actions and
milestones that will ensure
Bango meets its Net Zero
commitment by 2040.
fundraising
Matched
is
measured and reported to
the board. Bango exceeded
the target for the number and
value of matched donations
set in 2022. Details of some
of the charities that received
donations can be found on
p.23
Suppliers
Key suppliers to Bango
have executive sponsors to
ensure a close partnership
exists in preference to a
transactional
c u s t o m e r < - > s u p p l i e r
relationship.
Regular business reviews are held with strategic suppliers.
Clear escalation channels are in place for all suppliers to
ensure rapid resolution of any challenges.
Bango engages with all major suppliers to measure and
reduce their carbon emissions
Community &
Environment
is
to
Bango
committed
to making a positive
contribution
the
communities within which
including
we operate,
supporting
local
community, reducing our
environmental
impact
and creating employment
opportunities.
the
Bango is an active member in Cambridge Network
(https://www.cambridgenetwork.co.uk/)
this provides
excellent opportunities for sharing of information and
best practice in the Cambridge area.
Bango employees up to board level maintain links with
Cambridge University
Charities benefit from fundraising as employees select
their own charity to raise money for, and Bango matches
all funds raised.
Bango engaged with suppliers in 2022 to help our
largest suppliers reduce their carbon emissions.
Bango submitted a commitment to become Net Zero by
2040.
28
Bango PLC | 2022 Annual Report CFO statement
This financial year saw Bango continue to
grow revenue organically, growth that was
accelerated by the acquisition of DOCOMO
Digital Limited at the end of August 2022.
Even with increased and some replicated
costs arising from the acquisition, the
enlarged Bango still returned a positive
Adjusted EBITDA and
remained cash
positive with no debt.
Bango revenue model
Bango continues to generate revenue from
several streams. Transactional
revenue
which covers the transactional payments
business and data monetization through
Bango Audiences’ purchase behavior
targeting and non-transactional revenue
which encompasses platform license and
integration fees for the Digital Vending
Machine. Where the business engages in
distribution activities, it assesses the nature
of that business against the Agent/Principal
principles outlined in IFRS15 (Revenue from
Contracts with Customers). Bango has
been assessed to act in some cases as a
principal and others as agent dependent
upon its involvement.
Acquisition of DOCOMO Digital
On 29 August 2022, Bango completed
the acquisition of the entire issued share
capital of DOCOMO Digital Limited and its
associated Group from NTT DOCOMO, Inc.
of Japan. This acquisition has accelerated
Bango growth by over two years and
has added new customers, routes and
relationships.
During the acquisition process, Bango
undertook robust due diligence on the
acquired entities, including financial and tax
investigation and research with assistance
from Grant Thornton and EY respectively,
to identify risks and opportunities. Detailed
financial projections were prepared
outlining significant financial synergies and
by the end of FY2022 Bango had executed
on $11M of a targeted $21M of these savings
with the balance expected by the end of
FY2023.
Post-acquisition, Bango engaged with
Grant Thornton in respect of the Purchase
Price Allocation with assets and liabilities
recognized based on the fair valuation on
the date of acquisition per IFRS3. Bango
identified two key areas to be considered
and valued, customer relationships and
technology IP with two other areas, non-
competition agreements and trade names/
brands considered but not valued. The
outcome of these valuations resulted in a
negative goodwill figure as the purchase
price was lower than the total fair value of
the assets and liabilities acquired and this
recognized as an exceptional gain in the
income statement.
End User Spend (EUS)
EUS is calculated based on the total value
of transactions processed by the Bango
Platform (excluding taxes) together. EUS,
increased by 35.7% in the year from $4.1B
to $5.6B. This measure, although less
correlated than ever with revenue, continues
to be an important Key Performance
Indicator for the business and an essential
provider of Purchase Behavior Targeting
information for Bango Audiences.
Revenue and costs of sale
(encompassing
Total revenue from continuing operations
increased 37.6% to $28.5M (2021: $20.7M).
Bango continues to break this down into
transactional payments & data monetization
revenue and non-transactional payments
revenue
platform &
technology,
licensing of software and
integration) and has added a new metric
for revenue monitoring during the period
by breaking out Annualized Recurring
Revenue
is
calculated by annualizing the December
revenue derived from ongoing, contracted,
repeating revenues, showed a 4.7x increase
from December 2021 to $5.0M. This is a
very strong indicator of the continuing,
sustainable growth of the company.
(ARR). This metric, which
to the local payment provider together with
some costs associated with new Digital
Vending Machine customers, and some
short-term higher costs of sale from the
newly acquired DOCOMO Digital business,
which currently runs on a different platform
and low distribution margin where Bango
has acted as Principal.
Operating expenditure
the
inclusion of
The combination of
DOCOMO Digital costs from the beginning
of September with the ongoing planned,
strategic investment in the development
of the Bango Platform, saw administrative
expenses increase to $30.3M (2021: $18.9M).
Adjusted EBITDA* for the year reduced
to $5.0M, (2021: $6.2M). This reflects the
impact from the additional costs taken on
as part of the acquisition of DOCOMO
Digital and before the impact of the $21M
of annualized synergy savings that will be
achieved by the end of FY2023.
The share-based payment charge was
$1.6M (2020: $1.5M) calculated using the
Black-Scholes model. The share-based
payments relate to the Bango share option
program that enables all Bango employees
to share in the growth in value of Bango.
Share options are allocated to employees
twice a year. It is a vital recruitment and
retention tool in an increasingly competitive
employment market.
Exceptional items
revenue
from payment
Bango earns
the Bango
transactions processed by
Platform,
from platform and software
licenses and from the data insights sold
as Bango Audiences. Revenue, such as
integration fees, is recognized on completion
of contractual milestones and after
consideration of the requirements of IFRS15
(Revenue from Contracts with Customers).
Further consideration was also given to
the separation between the integration
fees and the subsequent ongoing platform
license fees. It was judged, based on the
contractual agreements, individual orders
and discussions between customers and
Bango, that these were two distinct revenue
events.
Bango has seen gross profit margins reduce
slightly this year to 90.6% (2021: 94.1%). This
is the result of increasing revenue derived
from the growing Audiences business,
which shares revenue back with the data
provider, additional cost of sales where a
third party is used to provide connections
As explained above, Bango undertook
a provisional Purchase Price Allocation
process upon acquisition of DOCOMO
Digital which
in a negative
resulted
goodwill adjustment of $10.2M which is
reflected within the consolidated statement
of comprehensive income.
As part of the ongoing integration of
DOCOMO Digital, Bango incurred certain
costs related to personnel and overheads
that are not part of the normal course of
business. These have been included as
exceptional costs within our profit & loss.
These include both incurred costs and costs
which have been communicated but not
executed.
Financial results and earnings per share
The total loss after tax of $2.1M (2021 Profit :
$0.4M) includes exceptional costs of $11.0M,
exceptional income through recognition of
negative goodwill of $10.2M, the Bango
share of net loss from the NewDeep
29
Bango PLC | 2022 Annual Report
CFO statement
associate of $1.4M (2021: loss $2.1M), share-
based payments of $1.6M (2021 : $1.5M) and
R&D tax credits from Bango investment
in driving forward its technology of $1.2M
(2021: $0.7M).
Basic loss per share was 2.81 cents (2021
earnings: 0.58 cents).
Statement of financial position
Net assets at 31 December 2022 decreased
to $31.4M (31 December 2021: $36.8M).
Investment in intangible assets that form
the core of the business continue to be
key and increased from $18.6M to $27.2M.
Receivables and payables both increased
as a result of the acquisition, reflecting
the large cost burden of the acquired
business against payables which includes
liabilities under IFRS16 for leased offices
and a deferred tax liability in respect of
some withholding taxes. Receivables were
again boosted by contracts converted late
in the final Quarter with no abnormal debt
payment issues. Accruals growth includes
exceptional costs that will be expensed in
FY2023.
Cash
Cash balance, including cash equivalents
and cash held in short-term investments,
at 31 December 2022 increased to $12.7M
(2021: $9.7M) assisted by increasing sales,
cash
favorable
payment terms for a distribution contract
and proceeds of share options exercised.
the acquisition,
from
has sufficient funds available to meet its
foreseeable working capital requirements
including costs related to any restructuring
following the DOCOMO Digital acquisition.
These requirements support the planned
investment to grow marketing and sales,
and to develop new products.
The Directors have taken into account the
wider macro-economic effects, including
foreign exchange and
rate
fluctuations, and have concluded that the
going concern basis remains appropriate.
interest
Matt Garner
Chief Financial Officer
*Adjusted EBITDA is earnings before interest, tax,
depreciation, amortization, exceptional items, negative
goodwill and share based payment charge.
Of this, $2.9M is considered to be restricted
and related to a discontinued business
the DOCOMO Digital
segment
acquisition. There are no bank borrowings.
from
Intangible assets
Intangible assets net book value of $27.2M
(2021: $18.6M) showed an increase of $8.6M
and includes acquired contract intangibles,
as well as internally developed capitalized
R&D. Intangible asset costs relating to
capitalized internal R&D increased $7.3M,
after a reduction of $2.4M due to foreign
exchange movements to $30.8M from
$23.5M in 2021 reflecting the continued
drive to innovate for future growth. The net
value of internally developed capitalized
R&D also increased from $9.8M to $15.0M at
the end of 2022. Internally generated R&D
is amortized over 5 to 7 years, commencing
upon deployment, with projects assessed in
relation to their individual cash generation
ability.
Liabilities
Lease liabilities at 31 December 2022 were
$2.6M (2021: $0.1M) and have increased
post-acquisition as a result of leased
offices included with the DOCOMO Digital
business.
Going concern
The combination of good operating
cash flow and strong revenue growth
supports the Directors’ view that Bango
30
Bango PLC | 2022 Annual Report
Principal risks & uncertainties
and operational risks to which it is exposed
through its business activities.
Currency risk
Bango understands
that an effective
approach to risk management is essential
to ensure its continued growth and to
meet its business objectives. Bango uses
a risk management framework to identify,
quantify and evaluate risks in a uniform
manner assessing impact, likelihood and
mitigations put in place by the business.
This thorough approach to the identification
and assessment of current and emerging
risks and the means to mitigate these risks
through active preventative management
are regularly monitored by the executive
leadership team and the Board. The
acquisition of DOCOMO Digital on 29
August 2022 added new risks, which are
being closely monitored by the executive
leadership team and discussed by the
Board.
Financial risk management objectives and
policies
Risks and uncertainties are scrutinized and
monitored by the Board on a continuing
basis. The Board is supported in this task by
the Bango finance team, counsel from its
internal legal function, as well as external
solicitors and insurance brokers.
Financial risk management and policies
are reviewed regularly, with the CFO and
General Counsel undertaking an annual
review of risks and uncertainties with
the
Bango’s
insurance renewal process.
insurance brokers during
The monthly Board meetings are the
main forum for the discussion of risk by
the Bango Board. Management reports,
delivered to the Board in advance of each
meeting, form the basis upon which issues
of risk are reviewed. Where appropriate,
relevant expert reports are also presented
to the Board. Where risk concerns arise,
the Board is kept informed by the Executive
Directors or Company Secretary (who also
acts as Bango General Counsel).
Bango has a formal risk management policy
and risk register which are maintained and
available to any Bango employee to report
on or review.
Liquidity risk and going concern
liquidity
sufficient
to meet
is
Bango ensures
foreseeable needs
available
and invests excess cash assets safely and
profitably. Due to the nature of the Bango
business and the status of its customers –
built on long term relationships with telcos
and global merchants - Bango does not
have significant issues with bad debt and
therefore the impact on liquidity is low
despite the economic uncertainties that
arose during the year. These incoming
cashflows have enabled Bango to internally
fund the restructuring processes following
the DOCOMO Digital acquisition. A detailed
cashflow is produced and the Board reviews
cash reports every month to ensure there is
sufficient cash to continue to invest in the
Platform and future developments to meet
the requirements of current and future
Bango customers.
Business interruption due to technology
failure
Bango has customers across all continents.
These customers expect 24/7 access to
Bango customer operations and for service
level agreements (SLAs) to be met. Bango
makes significant and carefully considered
to ensure
investment
maximum uptime, resilience and robustness
of services including continued investment
in cloud-based infrastructure.
technology
in
Integration & migration
Significant cost savings are expected
following the acquisition of DOCOMO
Digital. The executive leadership team
continuously monitors the integration of the
newly acquired business and the migration
of routes from the acquired platform,
against an internal timeline and financial
plan. Bango regularly shares the progress
of synergy savings as part of its financial
updates.
Employee retention
The Bango Board and key management
personnel regularly review known and
potential risks and assess the processes
and controls that have been put in place to
mitigate them. The implementation of risk
management is delegated by the Board to
the Bango executive leadership team and
key management personnel.
It is important to recruit and retain people
with the right experience and skills. Bango
puts significant effort into providing an
excellent working environment (see Social
section on p.22-25) and benefits, including
a highly attractive share option scheme and
a share incentive plan which are available
to all employees (note 25).
Bango has identified the following financial
31
Many of the Bango revenue streams and
assets of some Bango subsidiaries are
transacted or held in currencies other than
sterling which results in currency risk. This
is partly mitigated by sales and costs in
the same country being offset and by a
natural hedge from conducting business
in so many different currencies. As the cost
of sales is either extremely low or matched
to the currency of the sale, there is very
low risk to the profitability level of any
contract due to currency fluctuations. See
note 23 for further information. Regular
reviews of the impact of dramatic currency
swings are undertaken to plan against any
significant risks to Bango. As a result of
increasing revenue flows coming from the
United States (‘US’) in US dollars, during
the year the Group utilized some forward
exchange contracts with a maturity of
less than a year to partly protect against
currency volatilities. No other such financial
instruments have been used in the year for
trading purposes nor has Bango entered
into similar transactions for future periods.
Security risk
Bango undertakes an annual external
security risk assessment covering sensitive
assets,
the protection of assets, and
consequences for the loss or compromise of
data and has ISO27001 accreditation. The
review also considers breaches of legislation
and regulation and reviews the Bango risk
register. The cyber essentials framework is
used, with additional requirements from
major partners. Recommendations are
brought to the attention of the Board,
prioritized and actioned.
Data risk
Bango processes data belonging
to
customers and individuals as part of its
business. There is a risk that such data could
become public if there were a failure of
systems or security. Bango has implemented
policies, systems and procedures which
address privacy risks in accordance with
widely adopted industry practices. The
extensive testing of Bango systems by our
major partners as part of ongoing supplier
monitoring, gives assurance that this risk
is appropriately mitigated. A data breach
register is maintained and kept up to date.
Technology risk
Bango is dependent on its technology
keeping pace with
leading and/or
developments in internet, marketing and
Bango PLC | 2022 Annual Report Principal risks & uncertainties
payment technology. It manages this risk
with a continued investment in Research
and Development (R&D) both personnel
and architecture, combined with regular
technology reviews with trading partners
and sector specialists
that
market developments are understood
and managed. This continued investment
allows Bango to produce new products
and features to meet the requests and
requirements of its varied customer base.
to ensure
Regulatory environment risk
Bango monitors the developing changes
in the regulatory environments around
the world to ensure that its products and
offerings remain in line with the latest
legislation. This is achieved through updates
on current and upcoming changes relevant
to the business especially in relation to
data privacy, attending industry events
and through participation with relevant
associations. Bango also provides advice
and recommendations to regulators directly
and through industry bodies to help develop
effective regulation in the future.
Customer concentration
The Bango strategy is based on a diverse
customer base using the Bango Platform
because it can provide functionality and
insight that no one customer can do
themselves. This capability extends from the
provision of alternative payment services,
such as carrier billing and mobile wallets,
though to the Digital Vending Machine and
Purchase Behavior Targeting.
Extreme dominance of the market by
one merchant or mobile operator could
reduce the value of Bango but, at latest
review and despite the acquisition of
DOCOMO Digital, there are still a wide
range of significant players in both fields.
Even the largest internet companies have
not managed to monopolize the global
commerce market. Bango continues to
secure deals with leading stores, including a
leading multinational technology company,
and expects diversity of customers and
operators to continue and increase over
time.
Bango Audiences, using Purchase Behavior
Targeting, further diversifies the customer
base with app developers joining the
payment providers and global merchants
connected to the Bango Platform.
Developments relating to Ukraine
Sanctions on certain companies and citizens
linked to the Russian Federation are not
expected to have any significant impact on
Bango trading. Bango undertakes a small
amount of development work in Ukraine,
where business continuity plans continue to
mitigate against business impact.
Paul Larbey
CEO
32
Bango PLC | 2022 Annual Report NewDeep & the Metaverse
In April 2020, Bango formed a Joint
Venture
Internet
(JV) with Korean
giant NHN Corporation to create a
new business, NewDeep. NewDeep is
working on the application of Purchase
Behavior Targeting to first party customers
data. NHN is contributing investment and
advanced machine learning technology to
the JV. Bango divested its CDP business
(acquired in 2018 to accelerate Bango
Audience technology) into the joint venture
and contributes its experience working
with hundreds of e-commerce businesses
worldwide.
During 2022, the NewDeep JV made
Its Audiens.com
significant progress.
business, that was delivering services
for a few Italian websites, re-focussed
on providing fast growing Shopify stores
with specific, growth-oriented actions
to drive repeat business. By visiting the
Shopify App Store and activating an
instant install app, customer purchases
over their website’s life are analyzed by
NewDeep systems to identify new growth
opportunities for the store. In this case,
purchase behavior targeting, using the
stores own first party data, enables email
campaigns to generate predictable and
repeat product sales from their customer
base.
Across the millions of Shopify shops,
NewDeep focusses on those that generate
repeat business and have thousands of
purchasing data-points. This segment
represents over one million stores around
the world. Because the technology is
delivered as a Shopify App, scaling
the business is straightforward. Shopify
collects the monthly fee from the store
owner and channels it to NewDeep.
Shopify stores are often operated by
small traders, who have limited time to
do “marketing” work. To speed up the
creation of campaigns, NewDeep recently
started using ChatGPT to generate email
messages to be sent to users. Providing the
details of the offer to make, the products to
be promoted and the likely benefits to the
customer, ChatGPT is generating some
surprisingly effective email campaigns –
without needing effort from humans!
The strategic fit of NewDeep and the
mainstream Bango business is excellent.
Digital merchants using the Bango Digital
Vending Machines deployed by telcos
and other partners want to prolong
subscriptions and the telcos want to
upsell combinations of subscriptions and
add transactional products. Based on
initial experiments, Bango has confidence
that the techniques to analyze and
use purchase behavior that are being
developed and tested in the Shopify
space by NewDeep will deliver significant
advantage to customers in the digital
services and subscriptions environment.
In addition to the technology synergies,
there is the potential for Shopify stores
to use Bango Audiences to target their
social media spending, and for Bango
Audiences to be able to leverage the
purchase behavior AI to refine their
effectiveness.
NHN is also a Bango shareholder, having
increased its stake in Bango from 4.7%
in 2020 to 13.7% in early 2023 by buying
shares on the open market.
Enter the Metaverse
There are already hundreds of millions
of monthly active users dwelling on the
Metaverse. The largest chunk comes from
Roblox (230 million), followed by Minecraft
(165 million), and Fortnite (85 million), with
Sandbox and Upland among the dozens
of other spaces that are emerging.
is
Commerce within
the Metaverse
becoming significant, and Bango
is
already seeing merchants starting to sell
products and services to users using the
Bango Platform. Bango is collaborating
with Metaverse digital goods business
Digigooz
to enable payments and
subscriptions to be handled seamlessly
within the metaverse. With the metaverse
though smartphones,
achieving scale
there is a perfect role for the Bango
Platform in providing a bridge between
telcos, with their reach and payment
scale, and the many metaverse creators,
merchants and fans that are interacting in
this new growth arena.
33
Bango PLC | 2022 Annual Report Board of Directors
PAUL LARBEY
CEO
MATT GARNER
CFO
Paul joined Bango in 2019 as Chief Operating Officer and became
Chief Executive Officer in January 2020. He leads the talented
Bango team as they continue to innovate with industry leading
technology and is responsible for crafting and delivering the
Bango strategy.
In 2022, Paul closed the transformational acquisition of DOCOMO
Digital, accelerating growth by more than two years and
consolidating Bango’s position as market leader. With over 20
years’ experience in the telecoms market, Paul has a strong track
record of successfully bringing new technologies to market and is
passionate about driving transformational change.
Matt joined Bango as Chief Financial Officer in March 2021. He
leads the finance team, ensures robust financial systems are in
place to support Bango growth and is responsible for mid and
long term strategic financial planning.
Matt brings many years of financial leadership from managing
complex global tech businesses. Having listed a company on AIM
as part of a dual listing, Matt has a deep knowledge of regulatory
and compliance matters. He holds an Honours degree in Law from
the University of Liverpool and has been certified as an Associate
Chartered Management Accountant since 1996.
RAY ANDERSON
EXECUTIVE CHAIR
ANIL MALHOTRA
CMO
N
Ray co-founded Bango in 1999 after realizing the convergence
of the internet with the ubiquity of mobile phones could open-up
huge opportunities for content and service providers.
Anil co-founded Bango in 1999 and, as Chief Marketing Officer,
is responsible for Bango’s marketing activities and app store
partnerships.
Ray was Chief Executive Officer before moving into the role of
Executive Chair in 2020. He has 30 years’ experience in technology
and product innovation, as well as scaling growth companies. His
strong entrepreneurial flair and product forsight inspire partners,
investors and employees alike. Ray is also a Director on the board
of NewDeep, a joint venture between Bango and NHN.
Anil has extensive experience in creating successful partnerships
between technology innovators and major market players in online
technologies and OEMs. He is highly skilled at, and plays a central
role in, both product and market strategy and success.
34
Bango PLC | 2022 Annual Report Board of Directors
ERIC PEACOCK
SENIOR INDEPENDENT
NON-EXECUTIVE DIRECTOR
A R N
FRANK BURY
NON-EXECUTIVE
DIRECTOR
A R
N
Sir Eric Peacock joined Bango in 2019 to guide and support
the expected rapid growth of Bango as it builds on its global
relationships and capitalizes on its data monetization technology.
Eric’s strong track record of growing shareholder value during
periods of rapid growth by creating cultures that result in
competitive advantage, customer service excellence and strong
employee engagement equip him well for his role as Senior
Independent Director.
Frank joined the Bango board in 2019. He has significant experience
in finance and investing in & managing technology businesses.
This investment experience, in both publicly quoted companies and
entrepreneurial ventures, and solid grasp of corporate governance
issues are of particular value of the Board. Frank brings considerable
global experience, especially in key Asian markets including Japan
and Korea.
LISA GANSKY
NON-EXECUTIVE DIRECTOR
A
MARCUS WELDON
NON-EXECUTIVE DIRECTOR
R
Lisa joined the board in October 2021. She has spent the last 30
years making significant contributions to the emergence of the
internet.
Marcus joined the board in October 2021. He brings vast
experience in the telecoms space with a focus on innovation which
is immensely valuable to Bango.
Her entrepreneurship and investment acumen are hugely valuable
to Bango. Lisa has founded and invested in many technology
businesses, especially those bringing disruptive innovations to the
market. She has worked for several large technology companies
including AOL and Kodak Digital.
Marcus was most recently Chief Technology Officer of Nokia and
President of Bell Labs where he was responsible for setting the
strategic direction of the business and inventing solutions to allow
that strategy to be followed. Before that he worked as CTO at
Alcatel-Lucent and at AT&T.
Chair
A
udit
R
emuneration
N
omination
35
Bango PLC | 2022 Annual Report Company information
Company registration number
Registered office
05386079
100 Hills Road
Cambridge
CB2 1PH
Directors
R Anderson - Executive Chair
P Larbey - CEO
M Garner - CFO
A Malhotra - CMO
E Peacock - Non-Executive and Senior Independent Director
F Bury - Non-Executive Director
M Weldon - Non-Eecutive Director
L Gansky - Non-Executive Director
Company Director
R Ellis
Bankers
Solicitors
Independent Auditor
Nominated Advisor and broker
HSBC PLC
8 Canada Square
London
E14 5HQ
Mills & Reeve LLP
Botanic House
100 Hills Road
Cambridge
CB2 1PH
RSM UK Audit LLP
City House
126-130 Hills Road
Cambridge
CB2 1RE
Singer Capital Markets
1 Bartholomew Lane
London
EC2N 6ET
Joint broker
Stifel Nicolaus Europe Limited
150 Cheapside
London
EC2V 6ET
Website
www.bango.com || www.bangoinvestor.com
36
Bango PLC | 2022 Annual Report Directors report
The Directors present the Annual Report and
audited financial statements of Bango PLC
for the year ended 31 December 2022. This
report should be read alongside the Bango
Strategic Report which sets out the principal
risks, uncertainties and growth opportunities
for Bango.
Share capital
Details of changes in the share capital of
Bango during the year are given in note 19
to the financial statements.
Dividends
The Directors and their interests
The Directors have not recommended a
dividend (31 December 2022: $nil).
The Directors who served Bango during the
year, together with their beneficial interests
in the shares of Bango were as follows:
Ordinary
shares of
20p each 31
Dec 2022
Ordinary
shares of
20p each
31 Dec 2021
R Anderson
6,555,597
6,552,816
P Larbey
45,471
42,690
A Malhotra
3,973,502
3,973,271
M Garner
F Bury*
E Peacock
L Gansky
M Weldon
Total
2,781
-
383,500
383,500
-
-
-
-
11,000
11,000
10,971,851
10,963,277
Research and development
Bango has continued to invest in research
and development in the year increasing
the strength and size of the research and
development team. As a high growth
technology company, the focus is to
develop unique technology that takes
Bango forward as the leading platform for
merchants looking to find new customers
for their goods and services. Details on
the investments Bango has made and
continues to make can be found on p.18-
19 in the Technology & Innovation section.
Details of the internal development work
that has been capitalized in the year is in
Note 14.
*Direct and indirect interests
Acquisition of DOCOMO Digital
Frank Bury and Marcus Weldon hold Bango
shares but due to their size, their holdings are
deemed not to affect their independence as
Non-Executive Directors.
Between 31 December 2022 and the date
of signature of this annual report, three
Directors have traded in Bango shares.
The associated changes in their beneficial
interests in shares of Bango are:
Ordinary
shares of
20p each
at date of
signature
Ordinary
shares of
20p each
31 Dec
2022
On 30 August 2022 Bango announced the
acquisition of DOCOMO Digital Limited, a
subsidiary of the Japanese mobile operator
NTT DOCOMO. Bango simultaneously
signed a long-term strategic agreement
to provide
for global
integrations
merchants into NTT DOCOMO. The board
considers the acquisition to be of strategic
importance, accelerating the growth of
Bango by over 2 years. Once the planned
$21M of annualized cost synergies have
been executed the acquisition is forecast
to bring $16M of incremental revenue and
$10M of EBITDA per year to Bango. More
detail on the acquisition can be found on
p.17.
R Anderson
5,802,781
6,555,597
Directors’ indemnity arrangements
A Malhotra
2,623,502
3,973,502
F Bury*
383,500
383,500
*Direct and indirect interests
Bango has purchased and maintained
throughout
the year, Directors’ and
Officers’ liability insurance in respect of
itself and its Directors.
For Directors’ biographies and experiences
see p.34-35.
Employment policies
The Directors’ interests in share options of
Bango are described in the Remuneration
Committee report on p.44-49:
in each
Bango follows the applicable employment
laws
it
operates. Bango is committed to fair
employment practices, prohibits all forms
of discrimination and strives to give equal
in which
territory
37
access and fair treatment to all employees
based on merit. Wherever possible Bango
provides the same opportunities for disabled
people as for others. If employees become
disabled Bango would make reasonable
efforts to keep them in employment, with
training, and adjustments,
appropriate
where necessary. The Social section (p.22-25)
provides a comprehensive statement on the
Bango THRIVE values, culture and employee
engagement.
Health and safety policies
Bango conducts its business in a manner
which ensures high standards of health
and safety for its employees, visitors and
the general public. Bango complies with
all legal, regulatory and other applicable
requirements.
Going concern
Bango had cash, cash equivalents and cash
held in short term investments of $12.7M
at 31 December 2022 (31 December 2021:
$9.7M) and financing debt of $2.6M (31
December 2021: $0.1M). With a continued
trajectory of growth in EUS and revenue
from the DOCOMO Digital Acquisition, as
well as organically, the Board believes there
continues to be sufficient cash and resources
to support further planned investments to
drive sales growth, to cover the restructuring
costs of the DOCOMO Digital acquisition
and to continue the development of the
platform and new products. For this reason,
the going concern basis has continued to be
adopted in the preparation of the financial
statements.
Substantial shareholdings
At 31 December 2022, Bango PLC had
been informed of the following interests,
in addition to the interests of R Anderson
and A Malhotra, amounting to 3% or more
in the issued ordinary share capital of the
company:
Holder
NHN Corporation
Number
%
10,455,561
13.70
Liontrust Asset Mgmt LLP
9,166,095
12.01
Herald Investment Mgmt
7,928,470
10.39
Hargreaves Lansdown Asset Mgmt
6,748,205
8.84
Odey Asset Management LLP
4,820,000
6.31
Interactive Investor Services Ltd
3,507,462
4.60
Stonehage Fleming
3,028,118
3.97
Bango PLC | 2022 Annual Report Directors report
Financial risk management
Details of the financial risk management
objectives and policies for the Group can
be located within the Principal risks &
uncertainties section on p.31-32.
Directors’ responsibility statement
The following statement, which should be
read in conjunction with the report of the
auditor set out on page 50, is made to
distinguish for shareholders the respective
responsibilities of the Directors and of the
auditor in relation to the financial statements.
The Directors are responsible for preparing
the Strategic Report, the Directors’ Report
and the financial statements in accordance
with applicable law and regulations.
Company law requires the directors to
prepare group and company financial
statements for each financial year. The
directors have elected under company law
and are required by the AIM Rules of the
London Stock Exchange to prepare the
group financial statements in accordance
with UK-adopted International Accounting
Standards and have elected under company
law to prepare the company financial
statements in accordance with UK-adopted
International Accounting Standards and
applicable law.
company
The group and
financial
statements are required by law and UK-
Adopted International Accounting Standards
to present fairly the financial position of the
group and the company and the financial
performance of the group. The Companies
Act 2006 provides in relation to such financial
statements that references in the relevant
part of that Act to financial statements
giving a true and fair view are references to
their achieving a fair presentation.
Under company law the Directors must not
approve the financial statements unless
they are satisfied that they give a true
and fair view of the state of affairs of the
Company and the Group and profit or loss
of the Group for that period. In preparing
these financial statements, the Directors are
required to:
•
Select suitable accounting policies and
apply them consistently.
• Make
judgements and accounting
estimates that are reasonable and
prudent.
State whether they have been prepared
in accordance with UK-Adopted
International Accounting Standards.
•
•
Prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that Bango
will continue in business.
The Directors are responsible for keeping
that are
adequate accounting records,
sufficient to show and explain Bango’s
transactions and disclose, with reasonable
accuracy at any time, the financial position
of Bango and enable them to ensure
that the financial statements comply with
the Companies Act 2006. They are also
responsible for safeguarding the assets
of Bango (the Group and Company) and
hence for taking reasonable steps for the
prevention and detection of fraud and other
irregularities.
for
responsible
The Directors are
the
maintenance and integrity of the corporate
and financial information included on the
Group’s website. Legislation in the United
Kingdom governing the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
Auditors
The Directors confirm that:
•
•
In so far as each Director is aware there
is no relevant audit information of which
Bango’s auditors are unaware
The Directors have taken all steps that
they ought to have taken as Directors
in order to make themselves aware of
any relevant audit information and to
establish that the auditor is aware of
that information
The auditors, RSM UK Audit LLP, have
indicated their willingness to continue in
office, and a resolution that they be re-
appointed will be proposed at the Bango
annual general meeting to be held in May
2023.
BY ORDER OF THE BOARD
R Ellis
Company Secretary
38
Bango PLC | 2022 Annual Report Corporate governance report
The Board
The Bango Board is responsible for the
overall strategy
for Bango, promoting
shareholder
interests and overseeing
the delivery of long-term objectives. The
Board provides support to the Bango
management team, bringing experience
and
those of
to complement
management. The Board has a formal
list of matters specifically reserved for its
decisions and delegates authority to its
various committees as required.
skills
Corporate governance code
The Board has adopted the Quoted
Companies Alliance Code (“QCA Code”).
The Board believes
the pragmatic,
principles-based approach to corporate
governance set out in the QCA Code is a
good fit to the nature, stage and size of the
business of Bango and the sector in which
it operates. The QCA Code principles
support the core aims of Bango - to deliver
innovative, reliable products in a dynamic,
collaborative
achieving
sustainable growth for all stakeholders.
environment,
At least once every year, the Board formally
reviews corporate governance structures
and practice, to ensure that Bango has
robust systems and procedures in place,
underpinned by a strong corporate culture
and customer-focused ethos. Corporate
governance matters, policies and procedures
are monitored on an ongoing basis and
updated as appropriate, to ensure best
practice and continued compliance. The
Board is confident that existing governance
arrangements meet the interests of Bango
and its stakeholders.
Bango has published disclosures against all
the Principles of the QCA Code. Disclosures
are contained either within this Annual
Report or on the AIM Rule 26 section of:
https://bangoinvestor.com/aim-rule-26/,
which should be read in conjunction with
each other.
Board composition
The Board of Bango PLC is made up of the
Executive Chair, CEO, CFO, CMO, a Senior
Independent Director and three further
independent Non-Executive Directors.
Details of the Board’s experience and
interests are shown below and demonstrate
the range of skills and insight that they bring
to Bango and the Board. It is important
that the Non-Executive Directors bring a
wide range of skills to the Bango Board to
both challenge and support the Executive
Directors, and to ensure that shareholders’
and wider stakeholders’
interests are
represented.
Details of the Directors and the relevant
experience, skills and personal qualities
and capabilities that each Director brings
to the board are set out in the Directors
Biographies section of this Annual Report
on p.34-35.
One Director identifies as female, one as
non-binary and six as male. In addition, the
Company Secretary identifies as female.
following
All Directors are subject to election by the
shareholders at the first Annual General
Meeting
their appointment,
and to re-election thereafter every three
years. After nine years the Non-Executive
Directors are subject to re-election on an
annual basis. Board members are required
to devote as much time as is necessary for
the proper performance of their duties.
Executive Directors are required to work
full time. Non-Executive Directors are
contracted to commit to 11 or more days
a year but all spend 20-30 days working
for, and
Non-
representing, Bango.
Executive Director
(NED) commitments
include attendance at and preparation
for Board and Committee meetings,
oversight of and involvement in the setting
of strategy, oversight and implementation
of governance and Committee matters,
meetings and
communications with
shareholders, contributing to and attending
strategy days, meetings with Bango
managers and employees, as well as other
key stakeholders and partners.
Role of the Chair and Chair Division of
Responsibilities
After stepping down as CEO in January
2020 Ray Anderson was appointed as
Executive Chair of the Board. In his executive
role he focusses on business strategy, and
key strategic partnerships. Recognizing
his significant value and contribution to
the success of Bango, key shareholders
indicated their support of Ray taking on this
role, as well as the concept of having an
Executive Chair.
At the time of this change the Board
recognized that the existence of an Executive
Chair would necessitate wider changes
to the Board and its composition. Strict
policies and procedures were established
and are monitored to ensure continued
strong and effective corporate governance
and an independent Board.
39
All Non-Executive Directors are independent
and changes were implemented to the
Articles of Association at the 2020 AGM to
protect the independence and integrity of
the Board.
The amendments were:
•
To
formally
position of
Director, its role and responsibilities.
recognize
Senior
the Board
Independent
• Where a Chair or Deputy Chair
also holds an executive office, the
Senior Independent Director shall be
responsible for overseeing corporate
governance matters, including matters
relating to nominations and conflicts
of
in such
circumstances, the Senior Independent
Director is responsible for monitoring
and overseeing Board performance. In
addition, the casting vote of the Chair
was removed.
Accordingly,
interest.
The Board also implemented the following:
•
•
Sir Eric Peacock acts as Senior
Independent Director. Eric has a
wealth of experience in fast-growth
businesses and broad experience
in a range of CEO, Chair and Non-
Executive Director roles in both public
and private companies. As such
he is considered by the Board to be
perfectly suited to take on this vital role.
The
implementation of a clear
delineation of roles and responsibilities
between Executive Chair and Senior
Independent Director at Board level,
and between CEO and Executive Chair
at a management level.
The Board adopted and implemented a
policy that strictly divides Board roles and
responsibilities as follows:
Executive Chair
•
Leads the Board and chairs Board
meetings
• Oversees
and
direction
Board
effectiveness and Board agenda
Contributes towards annual review on
the performance of the CEO, which is
undertaken by the Senior Independent
Director (with additional input from all
other Non-Executive Directors)
Ensures
management
Directors
information flow between
and Non-Executive
•
•
Senior Independent Director
• Oversees Board performance
Nominations
the
•
Chairs
Remuneration Committees
and
Bango PLC | 2022 Annual Report Corporate governance report
• Oversees
the performance and
evaluation of the Chair, and the search
for a new Chair if required
Responsible for the quality of and
approach to corporate governance, in
place of the Chair
•
• Oversees the adoption, delivery and
communication of
the company’s
corporate governance model, in place
of the Chair
Sounding board and intermediary for
the Chair and other Board members
•
From an operational standpoint,
the
role and responsibilities of the Executive
Chair and CEO are clearly defined. In
his management role, Ray Anderson is
responsible for driving key projects, as
determined by the CEO or the Board. As
CEO, Paul Larbey is responsible for the
delivery of the business model, alongside
the other Executive Directors, within the
strategy set by the Board. He is responsible
for the day-to-day operations of the
business and oversees the performance
of the CFO and the CMO, and in an
operational and management capacity
only, the Executive Chair. The CEO reports
to the Board and the Senior Independent
Director, and not the Chair.
Further safeguards have been implemented
within the policy, so that the Company
Secretary reports directly to the Senior
Independent Director on matters relating to
corporate governance.
In relation to operational performance, risks
and similar issues, the Executive Directors,
including (and especially) the Chair, report
to the Senior Independent Director and
Non-Executive Directors.
This ensures
that the business remains aligned with
the strategy, and avoids the risk of conflict
and a lack of independent oversight on the
basis that the Chair is a founder, a major
shareholder and an Executive Director.
Board meetings
The Board meets formally 10 times per
year to discuss the strategy, direction and
financial performance of Bango. Other
additional Board meetings are arranged as
required. The Board reviews a management
pack monthly, which
incorporates key
financial and operational information as
well as information on the KPIs for Bango,
and a more detailed management pack
quarterly incorporating wider, more detailed
information as well as extensive information
on Bango KPIs. The Non-Executive Directors
attend all Board meetings. Attendance at
full Board meetings, and Audit (Audit Co),
Remuneration (Rem Co) and Nominations
(Nom Co) meetings for 2022 was as follows:
Board Audit
Co
Rem
Co
Nom
Co
R Anderson
10 (10)
2 (2)*
P Larbey
10 (10)
2 (2)*
M Garner
10 (10)
2 (2)*
A Malhotra
10 (10)
2 (2)*
1 (1)*
1 (1)*
-
-
E Peacock
F Bury
L Gansky
M Weldon
10 (10)
10 (10)
10 (10)
10 (10)
2 (2)
4 (4)
2 (2)
4 (4)
2 (2)
2 (2)
4 (4)
-
-
-
2 (2)
2 (2)
1
-
-
(x) Number of meetings entitled to attend.
and performance of the Board is reviewed
regularly against a “skills matrix” that
highlights the contributions of current Board
members, and areas where the Board might
benefit from additional support. Evaluation
of the skills matrix in 2021 identified certain
key areas where the Board could benefit
from additional
international strategic
expertise and experience and the Board
remains actively engaged in the search for
a further Non-Executive Director to join the
Board once the right candidate has been
identified and secured.
Further detail on board performance may
be found in the AIM Rule 26 section of the
Bango investor website, located at https://
bangoinvestor.com/aim-rule-26/.
* By invitation of the committee
Advisors to the Board
Board performance
Board performance is essential to the
success of Bango. The Board strives to
be strong and effective, individually and
collectively, and the correct mix of skills
and experience is of crucial importance in
achieving this.
An annual appraisal system is in place
for all employees, including the Executive
Directors. The performance of the Executive
Directors is monitored as outlined above by
the Senior Independent Director and other
Non-executive Directors.
remuneration
Executive
incorporates
performance-related elements to align their
interests with those of Bango shareholders.
These performance-related elements are
set as a significant proportion of total
remuneration, to incentivize, and to reward
success.
Non-Executive
performance
Director
is overseen by the Senior Independent
Director in consultation with the Executive
Directors. The Chair’s performance is
reviewed by the Senior Independent Director
in consultation with all the Directors. The
Non-Executive Directors’ value and input
to Bango is monitored to ensure they are
actively contributing to Bango achieving its
strategic and financial objectives.
The performance of the whole Board is
evaluated continuously. The Board believes
changes or actions that are identified
through this process should be actioned
immediately, instead of waiting for an
annual or bi-annual review. The composition
During 2022, there were no internal advisors
to the Board, other than the Company
Secretary, who also acts as Bango General
Counsel. The Company Secretary supports
and advises the Board on matters relating
to corporate governance, AIM and industry
compliance, as well as wider legal matters,
such as, during 2022, considerations
relating to data privacy, employee share
incentive schemes and the acquisition of
DOCOMO Digital. The Company Secretary
ensures the Board and its sub-committees
meet regularly and oversees and monitors
agenda items. The CFO keeps the Board
updated on accounting, finance and
taxation changes and practices.
During 2022, in addition to Mills & Reeve,
Bango’s legal advisors, Bango appointed
Ernst & Young and Grant Thornton to
advise and assist on the DOCOMO Digital
acquisition.
Other than the advisors referred to above
and those listed on p.36, no further external
advisors were appointed by either the
Board or any of its sub-committees during
2022, and the Board did not seek external
advice on any other significant matter.
Communications with shareholders
The Board recognizes
importance
of regular and effective communication
with shareholders. The primary forms of
communication are:
the
•
•
Information provided at: https://
bangoinvestor.com/
The annual and
financial
interim statutory
reports and associated
40
Bango PLC | 2022 Annual Report
Corporate governance report
updates are delivered to the Board by
the relevant expert, be it a Director, an
employee or an independent expert.
Further details on corporate governance
read
should be
in
This document
conjunction with the corporate governance
disclosures set out in the AIM Rule 26 section
of the Bango investor website, located at
https://bangoinvestor.com/aim-rule-26/.
Those QCA Code principles not covered in
detail in this Annual Report, which include
detail on meeting shareholder needs and
expectations, taking into account wider
stakeholder and social responsibilities, more
detail on board performance evaluation,
governance structures and processes and
shareholder communications, are covered
in those website disclosures.
Index to corporate governance disclosures
An index of all disclosures required by the
QCA Code can be found on the AIM Rule
26 section of the Bango investor website,
located at https://bangoinvestor.com/aim-
rule-26/
Ray Anderson
Executive Chair
Sir Eric Peacock
Senior Independent Director
•
•
investor and analyst presentations and
reports.
Announcements relating to trading
or business updates released to the
London Stock Exchange.
The Annual General Meeting which
an
provides
opportunity to meet the Board of
Directors and to ask questions relating
to the business.
shareholders with
Strategy or Capital Markets days are typically
held every 18 months. All shareholders are
welcome to attend strategy days, at which
members of the Bango team present the
Bango strategy and are available to take
questions from, and communicate with,
shareholders face to face. The 2022 strategy
day, held in person in November, was very
well attended and warmly received. The
content presented during the strategy day is
available to view at https://bangoinvestor.
com/bango-strategy-day-2022/. Details of
the next strategy day will be made available
at https://bangoinvestor.com/ and by RNS.
All statutory financial reports, as well as
accompanying presentations are published
on https://bangoinvestor.com/ and are
made available on a timely basis.
Additional Board committees
In line with best practice Bango has sub
committees to focus on specific areas of
good corporate governance. Separate
Remuneration, Audit and Nominations
Committees hold regular meetings and are
each chaired by a Non-Executive Director,
with the Senior Independent Director in
attendance.
In 2021, a Disclosures Committee was
formed under the chair of Anil Malhotra,
CMO, with
the CFO and Company
Secretary comprising the other members.
The Committee is tasked with the ongoing
consideration and assessment of matters
that may be or become price sensitive
and therefore may warrant insider status
or require announcement to the market.
Advice is sought from Bango’s NOMAD and
solicitors on this important area of focus as
appropriate.
The members of all Bango committees are
assessed carefully and reviewed annually.
to have
All members are considered
the appropriate knowledge and skills to
complete their tasks. They may seek advice
and guidance from external parties as
required.
Corporate culture
Bango has a strong corporate culture which
is consistent with its objectives, strategy and
business model. The Bango THRIVE values
set out the core values that Bango aspires
to.
Compliance with Bango policies and the
THRIVE values is actively monitored by
senior management and implementation
is overseen by the Board. Management
reports are scrutinized at the monthly Board
meetings. In addition, key management
personnel are invited to present to board
meetings on specific areas of focus, or
when key issues of concern arise, and
report to the Board when appropriate. As
highlighted in the Social section on page 22,
employee engagement surveys, which cover
all aspects of the business, are conducted
annually by an external human resources
specialist, and their results reported to the
Board. Where suggestions for improvement
or concerns are raised, these are followed
up by management who are accountable
to the Board for implementation.
Corporate culture has Board-level visibility
and involvement. Board members have
open access to people and information
across Bango, and employees themselves
can access Board members if they wish.
Further detail on Bango corporate culture
and how it works in practice, including
information on employee engagement,
diversity and inclusion, can be found within
the Sustainability section as well as the
AIM Rule 26 section of the Bango investor
website, located at https://bangoinvestor.
com. All these measures contribute towards
minimizing risk and uncertainty.
Directors’ skills
The Executive Directors are treated no
differently to any other employee; the skills
they bring to Bango, and their ongoing
personal development, are central
to
the success of Bango. As with all other
employees, the Executive Directors are
required to actively identify and undertake
training as necessary. Training extends
not just to the ongoing enhancement of
professional or technical skills, but also to
wider skills, such as management training,
communication skills, and similar. The Non-
Executive Directors are responsible for
ensuring their skillsets are kept updated
as required. In addition to the ongoing
advice provided by the Company Secretary
and CFO referred to within the Advisors to
the Board section above, industry-specific
41
Bango PLC | 2022 Annual Report Audit committee report
the
report explains
This
role and
responsibilities of the Audit Committee and
how it discharged those responsibilities
during the year. It highlights those key items
considered by the Committee, including in
relation to the financial statements, and
how the independence and objectivity of
the external auditors is safeguarded.
External auditor for Bango is RSM UK
Audit LLP, which was appointed as Bango
external auditor for the first time in 2019.
Bango has no formal policy on rotation
of auditors but understands the need to
review to ensure quality of audit. Given the
recent appointment and performance, the
Committee does not consider a rotation
is necessary at this time. There are no
contractual restrictions on auditor choice.
the Senior
The Committee comprises
Independent Director, Eric Peacock, and two
other Non-Executive Directors, Frank Bury
and Lisa Gansky who are all independent
of management.
The Committee is chaired by Frank Bury,
who has significant experience in executive
and non-executive
roles within both
financial markets and the wider business
world, especially in the technology sector.
He is a Registered Representative under
the FCA. Eric Peacock, who was knighted
in 2003 for his services to international
trade, has previously sat on the boards of
UK Trade & Investment, the Foreign and
Commonwealth Office and the Department
for Business, Innovation and Skills. He sits on
the Committee together with Lisa Gansky,
who provides valuable experience having
founded and invested in many technology
businesses during
the emergence of
the internet. Her entrepreneurship and
investment acumen are a great asset for
Bango.
This combination of management, financial
experience and qualifications gives the
Committee considerable strength and
depth across a broad range of industries
and scale of businesses, from both the
private and public sectors.
Responsibilities
The Committee meets at least twice a year
to review the independent audit report and
the wider responsibilities set out below:
• Monitor and challenge the integrity of
the financial systems and statements
relating to the financial performance
of Bango.
• Monitor Bango’s accounting policies,
•
•
corporate reporting, internal controls
and risk management systems.
Assess and report to the Board on
performance, identifying any matters
in respect of which it considers that
action or improvement is required.
Ensure a formal channel is available
for employees and other stakeholders
to express any complaints in respect of
financial accounting and reporting.
During the year ended 31 December 2022,
the Committee specifically considered the
acquisition of DOCOMO Digital Limited
forecasts post
the financial
including
combination and
third-party due
the
diligence reports on financials and tax.
Following a review, the Committee was
satisfied by the forecasts prepared by
the Group and that the reports prepared
by external advisors had been properly
reviewed and considered.
External Audit
In relation to Bango’s external auditor the
key responsibilities are:
•
•
•
•
To make recommendations to the
Board, for it to put to the shareholders
for their approval in relation to the
appointment of the external auditor
and to approve the remuneration
and terms of reference of the external
auditor.
To discuss the nature, extent and timing
of the external auditor’s procedures
and to discuss the external auditor’s
findings.
To review and monitor the external
auditor’s independence and objectivity
and the effectiveness of the audit
process.
To develop and implement policy
on the engagement of the external
auditor to supply non-audit services
on the basis of their knowledge and
experience and/or for reasons of
confidentiality while safeguarding their
objectivity and independence.
The CFO and, as appropriate, other
Executive Directors maintain an ongoing
dialogue with all members of the Audit
Committee (and the wider Board) and
work closely with the Committee Chair
in particular, to ensure the continued
effectiveness of the financial systems and
statements of Bango, and the ongoing
performance, independence and objectivity
of Bango’s external auditors.
External auditors and their performance
are formally evaluated by the Board after
42
the delivery of both interim and year end
results. Consideration is given to their
ongoing suitability as auditor, as well as
requirements for auditor rotation.
Internal control procedures
The Board is responsible for Bango’s system
of internal controls and risk management,
and for reviewing the appropriateness
and effectiveness of these systems having
regard to the nature and complexity of
Bango, its business, and the risks it faces.
These systems are designed to manage,
rather than eliminate, the risk of failure to
achieve business objectives. Following the
acquisition, Bango has taken measures to
integrate the new entities into its own internal
control procedures as well as considering
the internal controls of the acquired entities
to adopt any suitable improvements. Bango
does not currently run a formal internal audit
function in line with other Groups its size.
The key features of Bango’s internal controls
are:
•
•
•
•
•
•
•
•
A
clearly defined organizational
structure with appropriate delegation
of authority.
The approval by the Board of a one-
year budget, including monthly income
statements, statements of financial
position and cash flow statements. The
budget is prepared in conjunction with
senior managers to ensure targets are
feasible.
The business plan is updated on a
periodic basis to take into account the
most recent forecasts. On a monthly
basis, actual results are compared
to the latest forecast and market
expectations are presented to the
Board on a timely basis.
Regular reviews by the Board and by
the senior management team of key
performance indicators.
Dual authority is required for all bank
payments. Payments are not permitted
without an approved invoice signed in
accordance with the Bango Delegation
of Authority document.
Reconciliations of
statement
of financial position accounts are
performed and independently reviewed
by the finance team. Wherever possible
segregation of duties is implemented
to provide additional comfort and
support on all finance processes.
All employees must go through initial
and periodic security screening in line
with requirements from Bango’s key
customers.
Appropriate security and virtual checks
key
Bango PLC | 2022 Annual Report •
are in place at all Bango systems,
locations and wherever Bango people
work to protect Bango’s assets (fixed
and intangible).
Appropriate whistleblowing
and
escalation points are established and
communicated to staff to provide a
safe and secure forum for employees
to escalate matters.
•
A business
documented and in place.
continuity plan
is
The Board, in conjunction with the Audit
Committee, keeps under review Bango’s
internal control system on a periodic basis.
An internal cross functional Infosec team
also meets periodically to review the controls
and processes in place for Bango. More
detail on the measures taken to identify,
assess and manage risk can be found in
the Principal Risk and Uncertainties section
on p.31-32.
Frank Bury
Audit Committee Chair
Nominations committee report
The Nominations Committee is a sub-
committee of the Board, tasked with
evaluating
and
performance, and managing appointments
to the Board when required.
composition
board
Composition
The Committee is composed of two Non-
Executive Directors, Eric Peacock and
Frank Bury, and one Executive Director,
Anil Malhotra (CMO). Eric Peacock, Senior
Independent Director, acts as Chair of the
Committee. The Committee is supported by
the Company Secretary.
The Senior Independent Director’s role as
Chair of the Nominations Committee is
important at Bango given the Executive
role undertaken by
the Board Chair.
Further detail on the division of roles and
responsibilities as between the Chair and
the
Senior
measures taken to ensure the integrity and
independence of the Board, including the
Senior Independent Director’s oversight of
the performance of the Executive Chair
at Board level, may be found within the
Corporate Governance report.
Independent Director, and
The Committee meets at least twice a year,
and more often if needed, to consider
changes to the composition of the Board.
Responsibilities
The Committee’s main
responsibilities are:
role
and
•
•
•
•
To review the make-up and skill set of
the Board
To make recommendations to the
Board regarding board composition
To oversee and monitor board member
performance
To
identify any areas of Board
the enlarged business.
At the end of Q4 2022, the Committee
reviewed Bango growth targets for the
upcoming 12 month period. On the basis
that growth synergies from the combined
business would start to be realized during
2023, the Committee decided the Board
should bring on the additional Non-
Executive Director, highlighted as a medium
term objective in 2021. The search will begin
in early 2023, with the ideal candidate
increasing the diversity of the Board and
being in place by mid-year.
Finally, the share option scheme for Non-
Executive Directors remains a critical factor
in attracting top talent to the Bango Board,
particularly NEDs with US experience who
are likely to be based in North America.
This scheme further aligns the interests of
Directors with Shareholders and enables
Sir Eric Peacock
Nominations Committee Chair and Senior
Independent Director
operation that need additional support
or strengthening
To manage appointments to the Board
as needed
To ensure that succession planning is
developed and reviewed.
•
•
2022 Activities
At the start of the year, the Committee
considered the strengths and experience
of the Board members. After the changes
that were made in 2021 – including the
retirement of two long service Non-Executive
Directors and the appointment of two new
NEDs – it was considered that the skills
and experience of the Board were both
sufficiently broad and relevant to support
the business but, beyond the near term,
the Board would benefit from an additional
NED, as Bango continued its rapid pace
of growth,
increase non-executive
independence and Board diversity.
to
To promote board member relationships,
meetings in 2022 were held in London and
New Jersey USA, allowing Non-Executive
Directors to attend in person more easily.
This practice will continue into 2023. Board
meeting structure rotates, with certain
meetings taking a full day, at which key
areas of Bango strategy are scrutinized in
depth, often including contributions from
Bango people that lead teams or are
subject matter experts.
Towards the end of 2022, the Nominations
Committee considered the impact of the
Docomo Digital acquisition to review if
the composition of the Board continued
to serve the long-term interests of the
expanded business. Given that the benefits
of the acquisition were to be absorbed into
Bango and there was no new or unfamiliar
market that would be addressed through
the deal, it was decided that the Board was
well resourced to oversee the integration of
43
Bango PLC | 2022 Annual Report Remuneration committee report
Composition
of the Group. The CEO and CFO are not
involved in setting their own remuneration.
Annual salary
The Remuneration Committee is composed
of three Non-Executive Directors – Frank
Bury, Marcus Weldon and Eric Peacock
(Senior Independent Director) who acts as
Chair. The Committee meets at least twice
a year and may meet more frequently
if required. The Committee is supported
by the Company Secretary, who provides
information, assistance and advice as
required.
Responsibilities
The Committee can use
independent
remuneration consultants to advise it in
setting remuneration structures and policies.
The Committee is exclusively responsible for
appointing such consultants and for setting
their terms of reference.
The Committee’s terms of reference are
reviewed and approved by the Board.
These are available for inspection at the
Bango registered office.
The Committee’s main
tasks are
to:
Remuneration policy
that
The 2020 FIT benchmarking exercise was
used to guide the committee in determining
any increases during 2022. The committee
concluded
the fixed element of
remuneration for the CEO should be
increased when business growth objectives
related to Annualized Recurring Revenue
(ARR) were met – this was implemented in
2022. The CFO was a new hire at market
rates in 2021 and a moderate annual increase
was implemented by the committee during
2022. The fixed element of remuneration
for the CMO was reviewed and it was
considered by the Remuneration Committee
that no change was required. The fixed
element of remuneration of the Exec Chair
was reviewed and it was considered by the
Remuneration Committee that no change
was required, given his contribution to the
Board as Chair, his experience and value
to Bango, as well as his wider, significant
contribution to Bango in his management
and strategic capacities.
Bonus scheme
elements
Performance-related
of
remuneration are designed to align the
interests of Executive Directors with those
of shareholders and accordingly are set
as a proportion of total remuneration.
The award of a bonus is based upon
a series of performance criteria set by
the Remuneration Committee, including
financial and non-financial criteria. These
success factors are linked to the long-term
development of Bango. The success factors
include Bango financial goals shared by
all Directors and individual targets for
each Director based on their role and
responsibilities.
The Board reserves the right to enforce
claw back terms related to the bonus if it
is discovered that any of the parameters
under which the bonus was granted should
change.
Bango remuneration policy is to provide
a package of benefits to all employees,
including salary, pension and share options.
incentives and
These benefits provide
reward individual contributions to overall
Bango performance appropriately, while
avoiding paying more than is necessary
for this purpose. The Committee considers
remuneration packages of
Executive
comparable companies when making
recommendations
the Board, while
to
aligning closely to the package structure
offered to other Bango employees. Bango
offers Executive Directors a base salary,
performance related bonuses, as well as
share options, a workplace pension along
with other standard Bango employee
benefits. Executive Director remuneration
and policy is reviewed annually by the
Committee to ensure each package offered
is appropriate both to support the delivery
of Bango strategy and objectives in the
short, medium and long-term, and to retain
(and where necessary recruit) high quality
executives. It considers the nature of Bango
business, as well as its size and growth-
oriented nature. Packages are intended
to both reward and incentivize thereby
ensuring that the Executive Directors are
motivated to continue to deliver sustainable
growth in shareholder value and are aligned
with the long-term interests of shareholders.
The Committee undertook a review of
remuneration policy and appointed FIT
Remuneration Consultants LLP
(“FIT”)
to review and benchmark the Executive
Directors’ salaries and benefits towards the
end of 2020, the findings of which were
implemented in 2021. FIT benchmarked
against a pan-sector group of 60 AIM
listed companies with a comparable market
capitalization. Market capitalization was
chosen as the best benchmark, reflecting
a holistic valuation based on the market’s
view of future prospects, as well as current
trading.
The Committee updated its policy in 2021
to set Directors’ on-target bonus values as
a percentage of base salary (30%) so that
any increase in achievable bonus targets is
linked to growth in base salary. This policy
remained unchanged in 2022.
In 2022 the bonus scheme was structured
as follows:
•
90% of the bonus target was common
to all Executive Directors and was
based on the achievement of revenue
targets. Minimum, target and maximum
44
•
•
•
Review and determine on behalf of the
Board remuneration policy, and the
specific remuneration and incentive
packages for each of the Bango
Executive Directors.
Review and make recommendations to
the Board in respect of the design of
remuneration structures and levels of
pay and other incentives for employees
of Bango,
including share option
awards and any adjustments to the
terms of share ownership and share
option schemes.
Report
relation
applicable
Directors.
in
remuneration policies
to Bango’s Executive
to Bango shareholders
to
• Monitor and approve the grants of all
share option schemes to employees.
The Committee closely follows the QCA
Remuneration Committee Guide, with its
five key responsibilities being to:
1. Develop
remuneration
packages
to support the delivery of business
objectives in the short, medium and
long-term.
2. Align the interests of the executive
team with the interests of long-term
shareholders.
criteria
3. Apply
performance
to
encourage executives to operate within
the risk parameters set by the Board.
4. Ensure that Bango can recruit and
retain high quality executives through
fair and attractive, but not excessive,
packages.
5. Communicate with Bango shareholders
on remuneration through the Annual
Report.
The Committee may invite the CEO and CFO
to attend meetings of the Remuneration
Committee. The CEO is consulted on
proposals relating to the remuneration of
the CFO and of other senior executives
Bango PLC | 2022 Annual Report Remuneration committee report
levels were set. Below minimum, the
payout was zero, between minimum
and target the payout scaled to 100%,
between target and maximum the
payout scaled to 150%, if the maximum
metric was exceeded the payout was
capped at 150%. In 2022 the Executive
Directors earned a 150% payout for this
financial metric.
The final 10% of the bonus target was
based on individual objectives specific
to each Executive. In determining the
results, the committee considered the
significant effort required to complete
the acquisition of DOCOMO Digital
while simultaneously continuing the
organic growth of the business. The
results were as follows:
•
Individual Objectives
Result (max 15%)
Exec Chair
CEO
CMO
CFO
Share options
15%
15%
15%
15%
Bango considers that active participation in
a share option plan is an effective means
of incentivizing and retaining high quality
people. The rules governing the Bango
share option scheme remain substantially
the same as those first adopted in 2005
when Bango listed on AIM and are still
considered largely appropriate given the
size and growth nature of Bango. Options
lapse after 10 years and to date there has
been a 12% maximum dilution at any point.
The enlarged workforce resulting from the
DOCOMO Digital acquisition prompted
the committee to review this dilution limit.
After careful consideration the Committee
recommended to the wider Board an
increase in the limit to 15% to ensure the
increased workforce could benefit from,
and be incentivized through the award of,
options. This increase would also ensure
Bango remains able to attract leadership
talent. This recommendation to increase in
the dilution limit to 15% was subsequently
approved by the Board.
Alongside all employees, Executive Directors
are eligible to participate in the share
option scheme. A separate share option
scheme for Non-Executive Directors was
implemented in 2022, the details of which
are described in more detail below.
In January 2021 Bango sought independent
advice from FIT on the structure and
implementation of its share option policy
for the Executive Directors. This review
concluded that it was not necessary to
make any changes to the existing plan
from a corporate governance perspective
and highlighted practical and commercial
advantages to certain key elements. Upon
review the committee determined that no
changes were required for 2022.
Share options are granted following a
review of staff performance and talent
profiling by the wider leadership team. The
Remuneration Committee then approves
the overall size of the grant for employees
and sets the option levels for the Executive
Directors. Share options may only be
granted after approval by the Committee
and in line with the restrictions set out under
the Bango share option scheme rules. All
options are granted at the market price at
the date of grant. The Directors therefore
gain no value from their share options
unless Bango performs well, and the market
price of Bango shares rises. The scheme
administered by Bango does not provide
for the repricing of options if the share price
falls, and no other form of compensation
is provided for any such loss of value. In
these circumstances the Executive Directors
not only lose the benefit of their options,
they are also likely to see a reduction in
any bonus paid to them if the fall in share
price is for reasons aligned with any failure
to meet their targets. The interests of the
Directors are therefore aligned with those of
shareholders to deliver sustained, medium
to long term growth.
The number of options awarded to all staff,
including Executive Directors, is directly
related to their expected contribution to
Bango and its future growth. The number of
options granted to the Executive Directors is
generally fixed. The Directors are therefore
not influenced by short-term progress or
share price at the time of grant.
Bango grants options at six monthly
intervals. This provides an ongoing
incentive and is designed to retain staff
(including the Executive Directors) as it
provides options at a range of prices –
see below. It also mitigates against the
danger of “underwater” options becoming
if general stock market
de-motivating
conditions have adverse effects on Bango
share price in the shorter term.
Options, including those of the Executive
Directors, vest in equal tranches, quarterly
45
over three years from the date of option
grant. This is in-line and competitive with
standard practice in global technology
companies, Bango partners and competitors
for talent. This also ensures consistency
of implementation of the scheme across
Bango, placing the Executive Directors on
an equal footing with the wider workforce.
The plan rules contain certain conditions
around the exercise and vesting of options.
recommends
The QCA Remuneration Committee
Guide
that options be
“exercisable after three years, and subject
to… (in some cases) the achievement of
additional performance conditions”.
In
2022 (as in 2021) an investor proxy service
recommended a vote against the company
accounts at the AGM stating “a lack of
disclosure on whether the options granted
to the Executive Directors during the year
are subject to achievement of challenging
performance conditions; and the awards
granted to the Executive Directors during
the year feature a vesting period of less
than three years” as the rationale.
recommendation
Some institutions/nominees followed this
recommendation. The Board considers
this
incorrect,
misinformed and counter to the interests
of Bango and its shareholders for the
following reasons:
to be
•
Share Options are granted at the
market price; they are not Restricted
Stock Units. Unlike schemes used by
some others, Bango options cannot
be repriced or adjusted in a static or
falling market; Directors are only able
to benefit from their options should
the share price
increase, aligning
their interests with those of the wider
shareholder base.
•
• On the basis options are granted
every six months, a sustained, long-
term increase in share price is the only
way Directors can achieve significant
benefit from their options.
Although the vesting period is phased
over three years, the practical retention
period is much longer with only small
trades for personal tax reasons having
been executed over recent years.
linkage of short-term
By avoiding
performance criteria
to artificially
increase the option allocation value,
the Executives are motivated to avoid
excessive risks and to ensure that
business decisions are aligned with
the mid- and
long-term business
objectives.
The number of share options granted
•
•
Bango PLC | 2022 Annual Report Remuneration committee report
•
to Executive Directors is limited when
considered alongside
comparable
companies yet form an important
element of remuneration; they allow
Bango to attract and retain high
quality executives while offering fixed
compensation at the lower end of the
market.
The limited number of share options
granted to Executive Directors also
mitigates
the Directors
benefiting from a strong growth in
share price due to factors other than
their own efforts. It also guards against
driving the wrong behaviors at Board
level; only sustained, medium-
to
long-term growth in the share price
will realize value from the Directors’
options.
against
with
consultation
key
Following
shareholders,
the Executive Directors
decided to implement a share option
program for Non-Executive Directors in
2022. The rationale behind this is that, to
attract top talent, especially in the US (an
important market for Bango), much higher
directors’ fees would otherwise be needed.
A share option program allows Bango to
recruit the best Non-Executives globally
while minimizing operating costs. The
structure of the scheme also aligns interests
of the Board members with the interests of
shareholders. The rules of the scheme were
determined by the Executive Directors in
consultation with the Bango NOMAD and
major shareholders. The structure of the
scheme is:
• Options are granted at the closing
market price on the day of grant. There
is no discount from the market price.
• Options can not be
repriced or
adjusted in a static or falling market;
Directors can only benefit from their
options should the share price increase,
aligning their interests with those of the
wider shareholder base.
• Options are granted to Non-Executive
Directors upon appointment (or for
existing Directors upon the adoption
of the scheme). There are no regular
option grants. The Executive Directors
to
review
determine if a subsequent grant is
appropriate.
the situation annually
•
• Options vest in one tranche on the
fourth anniversary of the date of grant
and expire after ten years.
To ensure
is not
compromised Non-Executive Directors
do not have to remain on the Board
for the full vesting period for them to
receive the benefit of their options.
independence
Service agreements
The Executive Directors have service
agreements with Bango.net Ltd which were
refreshed in early 2021 to ensure continued
alignment with industry best practices. The
agreements include non-compete, non-
poaching, garden leave and confidentiality
clauses, and mutual three-month notice
periods.
Non–Executive Directors
The remuneration of the Non-Executive
Directors is determined by the Executive
Directors. Their appointments can be
terminated on three months’ notice in
writing by Bango.
Implementation of Remuneration policy in
2023
Considering market data and company
performance, the Remuneration Committee
has determined that in 2023 there will be no
material changes to Director compensation:
The bonus scheme will remain similar
•
that used in 2022
Executive Directors’ salaries will be
reviewed and adjusted according to
market conditions using the same
methodology as that used for all
Bango employees.
•
The exception to this would be if any
Non-Executive Director was removed
for cause.
Further details of the option plan and
outstanding options as at 31 December
2022 are given in note 25 to the financial
statements.
Details of the share options and shares held
by the Directors of Bango are shown below.
Employee Share Purchase Scheme
In 2022, to further promote employee
retention and engagement, as well
as employee share ownership, Bango
implemented a share purchase scheme. To
simplify the initial implementation of this
scheme, participation is currently limited
to UK-based employees. The scheme is
open to Executive Directors but not to Non-
Executive Directors.
The scheme is an HMRC-approved Share
Incentive Plan and so follows HMRC rules;
employees and the company contribute
funds to a trust that purchases and holds
shares on the employees’ behalf. The
scheme is managed by Equiniti Share Plan
Trustees Limited, which also manages the
Bango share option program. Limits on
employee and company contributions in
any tax year are set by HMRC. In 2022
the employee contribution limit was £1,800
per tax year. Bango matches employee
contributions at a ratio of 2:1, contributing
a maximum of £3,600 per tax year per
employee.
UK Pensions
Executive Directors may participate in the
Bango defined contribution pension scheme
or chose to pay into their own private
pension scheme. For all employees the
minimum pension contribution is 5% under
auto-enrolment rules. Bango matches this
contribution and then contributes 0.2% for
every 1% of salary the employee contributes.
Where an employee has reached the HMRC
pension limits the company contribution is
paid as an allowance which is subject to
normal NI and Tax deductions.
Non-Executive Directors cannot participate
in the Bango pension scheme.
Payments for Loss of Office
There were no payments made to any
previous directors for loss of office in 2022
(2021: none).
46
Bango PLC | 2022 Annual Report Total
$
393,142
514,387
336,779
329,627
37,121
37,121
46,873
46,873
1,741,923
Total
$
384,182
427,988
339,501
63,782
263,770
25,936
33,479
33,479
33,479
8,901
8,901
Remuneration committee report
Directors’ emoluments
Details of remuneration in respect of the Directors is as follows:
31 December 2022
Wages and salaries
Variable pay
Pension and other benefits
R Anderson
P Larbey
A Malhotra
M Garner
F Bury
E Peacock
M Weldon
L Gansky
Total
$
276,990
341,038
225,939
220,447
37,121
37,121
46,873
46,873
$
116,152
164,366
99,989
98,619
-
-
-
-
$
-
8,983
10,851
10,561
-
-
-
-
1,232,402
479,126
30,394
31 December 2021
Wages and salaries
Variable pay Pension and other benefits
R Anderson
P Larbey
A Malhotra
C Rand*
M Garner**
G D’Agostino***
F Bury
N Cruickshank****
E Peacock
M Weldon*****
L Gansky*****
Total
$
291,792
316,433
251,194
49,991
195,960
25,936
33,479
33,479
33,479
8,901
8,901
$
90,353
98,297
77,420
-
62,055
-
-
-
-
-
-
$
2,037
13,258
10,887
13,791
5,755
-
-
-
-
-
-
1,249,545
328,125
45,728
1,623,398
* Carolyn Rand resigned as CFO and a Director on 1 March 2021. She remains employed as an advisor to the chair.
** Matthew Garner was appointed as CFO and a Director effective 1 March 2021
*** Gianluca D’Agostino retired as a Director on 31 October 2021
**** Nancy Cruickshank retired as a Director on 31 December 2021
***** Marcus Weldon and Lisa Gansky were appointed as Directors effective 19 October 2021.
Paul Larbey exercised 10,000 options at a gain of $13,997 during 2021.
Variable pay reflects bonus payment accrued in relation to the year reported. The 2021 figures have been restated to be consistent.
Directors’ share options
The Directors’ interests in share options of Bango weres as follows:
Date of grant
R Anderson
29 September 2022
08 March 2022
08 September 2021
17 March 2021
17 September 2020
07 April 2020
01 October 2019
27 March 2019
21 September 2018
14 March 2018
Option price
31 Dec 2022
31 Dec 2021
Options to buy ordinary shares of 20p each
£1.96
£1.78
£2.02
£2.08
£1.72
£1.22
£1.29
£0.93
£1.73
£1.73
47
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
Bango PLC | 2022 Annual Report Remuneration committee report
22 September 2017
21 March 2017
21 September 2016
16 March 2016
18 September 2015
Total
A Malhotra
29 September 2022
08 March 2022
08 September 2021
17 March 2021
17 September 2020
07 April 2020
01 October 2019
27 March 2019
21 September 2018
14 March 2018
22 September 2017
21 March 2017
21 September 2016
16 March 2016
18 September 2015
Total
P Larbey
29 September 2022
08 March 2022
08 September 2021
17 March 2021
17 September 2020
07 April 2020
18 September 2019
27 March 2019
Total
M Garner
29 September 2022
08 March 2022
08 September 2021
17 March 2021
Total
50,000
50,000
50,000
50,000
32,500
732,500
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
32,500
50,000
50,000
50,000
50,000
32,500
632,500
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
32,500
732,500
632,500
100,000
100,000
100,000
100,000
48,760
47,912
47,080
246,248
790,000
50,000
50,000
50,000
150,000
300,000
100,000
100,000
48,760
47,912
47,080
246,248
590,000
50,000
150,000
200,000
£2.55
£1.15
£0.89
£0.43
£0.89
£1.96
£1.78
£2.02
£2.08
£1.72
£1.22
£1.29
£0.93
£1.73
£1.73
£2.55
£1.15
£0.89
£0.43
£0.89
£1.96
£1.78
£2.02
£2.08
£1.72
£1.22
£1.38
£0.93
£1.96
£1.78
£2.02
£2.08
48
Bango PLC | 2022 Annual Report Remuneration committee report
E Peacock
08 March 2022
Total
F Bury
08 March 2022
Total
M Weldon
08 March 2022
Total
L Gansky
08 March 2022
Total
£1.78
£1.78
£1.78
£1.78
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
-
-
-
-
The total number of Director share options which were vested but unexercised, and exercised in 2022 are:
Total options held at 31 Dec 2022
Vested & Unexercised at 31 Dec 2022
Exercised in 2022
578,371
578,371
502,531
125,031
-
-
-
-
-
-
-
-
-
-
-
-
R Anderson
A Malhotra
P Larbey
M Garner
E Peacock
F Bury
M Weldon
L Gansky
Sir Eric Peacock
Remuneration Committee Chair
732,500
732,500
790,000
300,000
50,000
50,000
50,000
50,000
49
Bango PLC | 2022 Annual Report INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BANGO PLC
Opinion
We have audited the financial statements of Bango Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended
31 December 2022 which comprise the consolidated statement of comprehensive income, consolidated and company statements of
financial position, consolidated and company cashflow statements, consolidated and company statements of changes in equity and
notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in
their preparation is applicable law and UK-adopted International Accounting Standards and, as regards the parent company financial
statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
•
the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December
2022 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards;
the parent company financial statements have been properly prepared in accordance with UK-adopted International Accounting
Standards and as applied in accordance with the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
•
•
•
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Summary of our audit approach
Key audit matters
Materiality
Scope
Key audit matters
Group
•
Revenue recognition
• Acquisition accounting
• Development cost capitalisation
Parent Company
• No matters identified
Group
• Overall materiality: $427,000 (2021: $311,000)
•
Parent Company
• Overall materiality: £305,000 (2021: £119,000)
•
Our audit procedures covered 90% of revenue, 99% of net assets
and 84% of loss before taxation.
Performance materiality: $320,000 (2021: $232,000)
Performance materiality: £228,000 (2021: £89,250)
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the group and parent
company financial statements of the current period and include the most significant assessed risks of material misstatement (whether or
not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in
the audit and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the group and
parent company financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Revenue recognition
Key audit matter description
Under International Auditing Standards there is a rebuttable presumed risk of fraud that revenue
may be misstated due to improper revenue recognition.
For the more complex contracts involving multiple services, there is management judgement required
to determine the distinct performance obligations and in the allocation of consideration to each of
these obligations in line with the requirements of IFRS 15 “Revenue from Contracts with Customers”.
In addition, there is judgement involved in whether the group is acting as a principal or agent in
relation to certain reseller arrangements.
50
Bango PLC | 2022 Annual Report INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BANGO PLC
How the matter was addressed
in the audit
We considered the controls over the determination of end user spend for the payments revenue
stream. We used data analytical software to identify outliers in revenue stream and tested these.
In addition, we performed cut-off testing and other substantive testing procedures to validate the
recognition of revenue throughout the year was in line with contractual arrangements.
We reviewed and challenged management’s assessment of the performance obligations and the
allocation of consideration to the performance obligations for a sample of contracts including
the larger and more complex non-transactional revenue agreements. The main judgements
surrounded:
• whether the performance obligations for integration activities and the sale of software licences
were distinct or connected with other services in the agreements; and
• whether the group is acting as principal or agent in relation to certain reseller arrangements.
We also considered the adequacy of the Group’s revenue recognition accounting policy and the
judgements, both disclosed in note 3.
On 29 August 2022, the group acquired 100% of the issued share capital of Bango 22 Limited
(“Bango22”), formerly Docomo Digital Limited. This transaction falls under the scope of IFRS 3
“Business Combinations” which requires management judgement in determining the fair value of
assets acquired, including intangible assets.
The transaction resulted in the creation of negative goodwill of $10.2m which has been recognised
in the Consolidated Statement of Comprehensive Income.
We reviewed and challenged the reasonableness of the methodology and inputs used to determine
the acquired intangible asset values. Our work also included testing of the opening balance sheet
and subsequent adjustments to ensure completeness and accuracy of the fair value adjustments
recognised by management.
We considered the adequacy of the Group’s business acquisitions accounting policy and key
judgements, both disclosed in note 3, and disclosure surrounding the acquisition in note 24.
Acquisition accounting
Key audit matter description
How the matter was addressed
in the audit
Development cost capitalisation
Key audit matter description
The internal development costs capitalised are disclosed in note 14.
The group incurs expenditure on the development of its software and products which are capitalised
if certain criteria are met in accordance with IAS 38 “Intangible Assets”.
We focus on the capitalisation of development costs due to the impact on reported earnings and
the judgements involved in assessing whether the IAS 38 criteria for capitalisation have been met.
How the matter was addressed
in the audit
We confirmed our understanding of management’s basis for capitalising development costs,
updated our understanding of key existing and new projects and determined whether the costs
had been appropriately capitalised in accordance with IAS 38.
Our procedures included an assessment over the appropriateness of any management judgements
including the future expected economic benefit of capitalised projects and substantive testing of
the costs capitalised. We also assessed the reasonableness of the amortisation policies in place
and potential impairment.
We also considered the adequacy of the Group’s research and development accounting policy and
the judgements disclosed in note 3.
51
Bango PLC | 2022 Annual Report INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BANGO PLC
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of
our audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements as a
whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of the
misstatements. Based on our professional judgement, we determined materiality as follows:
Group
Parent company
Overall materiality
$427,000 (2021: $311,000)
£305,000 (2021: £119,000)
Basis for determining overall
materiality
1.5% of total revenue
0.5% of net assets
Rationale for bench-mark applied This key performance is focused upon
by the investors as a measure of the
level of growth achieved by the group
Net assets was chosen as the entity is a non-trading
holding company
Performance materiality
$320,000 (2021: $232,000)
£228,000 (2021: £89,200)
Basis for determining
performance materiality
Reporting of misstate-ments to
the Audit Committee
75% of overall materiality
75% of overall materiality
Misstatements in excess of $21,350 and
misstatements below that threshold
that, in our view, warranted reporting
on qualitative grounds.
Misstatements in excess of £15,250 and misstatements
below that threshold that, in our view, warranted reporting
on qualitative grounds.
An overview of the scope of our audit
The group consists of 33 components, the most significant of which are based and operate from the United Kingdom, but there are also
entities located in the following countries; Republic of Ireland, United States of America, Canada, Portugal, Nigeria, Spain, Brazil, Japan,
Germany, South Africa, Australia, Singapore, Liechtenstein, Italy, Austria, Switzerland, India and Mexico. In addition, the group has a 40%
share in a group of companies operated in the United Kingdom and Italy which is equity accounted for as an associate.
Number of
components
Revenue
Net assets
Loss before tax
Full scope audit
Specified audit procedures
Total
2
2
4
82%
8%
90%
98%
1%
99%
81%
3%
84%
Analytical procedures at group level were performed for 31 components, including the two components on which specified audit procedures
were performed.
Of the above, specified audit procedures for one component was undertaken by component auditors.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s ability to
continue to adopt the going concern basis of accounting included:
•
•
•
•
understanding how the cash flow forecasts for the going concern period had been prepared and the assumptions adopted;
testing of the integrity of the forecast model to ensure it was operating as expected;
challenging the key assumptions within the forecast with agreement to supporting data where possible;
review and consideration of the appropriateness of the sensitivity analysis performed by management and available actions should
performance be behind expectations.
In forming our assessment of going concern we note the strength of the group balance sheet including there being no external bank
borrowings and cash of $12.7 million. In considering the levels of cash, availability of financing and expected costs there would be required
to be a considerable loss of revenue before going concern became uncertain.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the group’s or the parent company’s ability to continue as a going concern for a period of at
least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this
report.
52
Bango PLC | 2022 Annual Report INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BANGO PLC
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
•
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of
the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if,
in our opinion:
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received
from branches not visited by us; or
•
the parent company financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 38, the directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine
is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate
audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and
disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and
regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-
compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements
due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through
53
Bango PLC | 2022 Annual Report INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BANGO PLC
designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s
operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:
•
obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the group
and parent company operate in and how the group and parent company are complying with the legal and regulatory frameworks;
inquired of management, and those charged with governance, about their own identification and assessment of the risks of
irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and
where the financial statements may be susceptible to fraud.
•
•
The most significant laws and regulations were determined as follows:
Legislation / Regulation
Additional audit procedures performed by the Group audit engagement team and component
auditors included:
UK-adopted IAS and Companies
Act 2006
Review of the financial statement disclosures and testing to supporting documentation;
Completion of disclosure checklists to identify areas of non-compliance.
Tax compliance regulations
GDPR
Inspection of advice received from external tax advisors;
Inspection of correspondence with local tax authorities;
Audit of the calculation of the research and development tax credit to ensure suitably supported.
ISAs limit the required audit procedures to identify non-compliance with these laws and regulations
to inquiry of management and where appropriate, those charged with governance
The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk
Audit procedures performed by the audit engagement team:
Revenue recognition
See key audit matters above.
Management override of controls
Testing the appropriateness of journal entries and other adjustments;
Assessing whether the judgements made in making accounting estimates are indicative of a
potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the
normal course of business.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website
at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
NEIL STEPHENSON (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
Second Floor
North Wing East
126-130 Hills Road
Cambridge
CB2 1RE
54
Bango PLC | 2022 Annual Report Consolidated statement of comprehensive income
For the year ended 31 December 2022
Revenue
Cost of sales
Gross profit
Other operating income
Administrative expenses
Adjusted EBITDA
Exceptional items
Negative goodwill
Share based payments
Depreciation
Amortization
Operating (loss) / profit
Finance costs
Finance income
Share of net loss of associates accounted for using the equity method
Loss before taxation
Income tax expense
(Loss) / profit for the financial year (attributable to equity
holders of the company)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign exchange on consolidation
(Loss) / profit and total comprehensive income for the financial year
(Loss) / earnings per share attributable to the equity holders of the
parent
Basic (loss) / earnings per share
white space
Diluted (loss) / earnings per share
The notes on pages 61 to 105 are an integral part of these financial statements.
Note
4
6
6
7
24
9
12, 13
14
10
10
15
5
11
2022
$ 000
28,490
(2,671)
25,819
1,123
(30,343)
4,951
(10,960)
10,203
(1,634)
(760)
(5,201)
(3,401)
(58)
57
(1,393)
(4,795)
2,655
2021
$ 000
20,704
(1,231)
19,473
-
(18,928)
6,178
-
-
(1,547)
(224)
(3,862)
545
(10)
11
(2,081)
(1,535)
1,977
(2,140)
442
(4,921)
(7,061)
(214)
228
Note
27
27
(2.81) c
0.58 c
(2.81) c
0.57 c
55 Consolidated Statement of Financial Position as at 31 December 2022
31 December
2022
$ 000
31 December
2021
$ 000
Note
ASSETS
Non-current assets
Property, plant and equipment
Right of use assets
Intangible assets
Investments accounted for using the equity method
Current assets
Trade and other receivables
Research and development tax credits
Short-term investments
Cash and cash equivalents
Total assets
EQUITY
Capital and reserves attributable to equity holders of the parent
company
Share capital
Share premium account
Merger reserve
Share-based payments reserve
Foreign exchange reserve
Accumulated losses
Total equity
LIABILITIES
Current liabilities
Trade and other payables
Lease liabilities
12
13
14
15
16
17
18
19
20
13
The notes on pages 61 to 105 are an integral part of these financial statements.
1,145
2,640
27,244
3,766
34,795
22,016
2,030
41
12,657
36,744
71,539
24,471
62,411
2,886
4,029
(2,812)
(59,541)
31,444
32,533
841
33,374
242
83
18,645
5,630
24,600
7,099
778
945
8,706
17,528
42,128
24,392
62,057
2,886
3,635
2,109
(58,265)
36,814
5,209
56
5,265
56 Consolidated Statement of Financial Position as at 31 December 2022 (continued)
Non-current liabilities
Trade and other payables
Lease liabilities
Deferred tax
Total liabilities
Total equity and liabilities
Note
20
13
11
31 December
2022
$ 000
31 December
2021
$ 000
512
1,801
4,408
6,721
40,095
71,539
-
49
-
49
5,314
42,128
These financial statements were approved and authorized for issue by the Directors on 30 March 2023 and are
signed on their behalf by:
M Garner
Director
Company registration number 05386079
The notes on pages 61 to 105 are an integral part of these financial statements.
57 Consolidated cashflow statement
For the year ended 31 December 2022
Note
2022
$ 000
2021
$ 000
21
24
14
17
10
10
Cash flows from operating activities
Net cash flow from operating activities
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired
Acquisitions of property plant and equipment
Expenditure on capitalized development costs and intangible assets
Acquisition of other intangible assets
Short-term investments
Interest received
Net cash flows from investing activities
Cash flows from financing activities
Proceeds from issue of ordinary shares, net of issue costs
Interest paid
Repayment of other borrowing
Payments to finance lease creditors
Interest payment on finance
Net cash flows from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 January
Effect of exchange rate fluctuations on cash held
Cash and cash equivalents at 31 December
5,867
6,001
9,179
(1,435)
(9,640)
-
904
57
(935)
433
(10)
-
(451)
(48)
(76)
4,856
8,706
(905)
12,657
-
(209)
(5,102)
(1,048)
(945)
11
(7,293)
2,243
(7)
(3)
(97)
-
2,136
844
7,958
(96)
8,706
The notes on pages 61 to 105 are an integral part of these financial statements.
58 Consolidated Statement of Changes in Equity for the Year Ended 31 December 2022
Share based
payment
reserve
$ 000
3,635
-
(376)
-
Foreign
currency
translation
$ 000
2,109
-
376
(5,297)
(4,921)
-
-
-
-
(376)
1,634
(864)
-
770
4,029
-
Retained
earnings
$ 000
(58,265)
(2,140)
-
-
(2,140)
-
864
-
864
Total
$ 000
36,814
(2,140)
-
(5,297)
(7,437)
1,634
-
433
2,067
31,444
(2,812)
(59,541)
-
-
-
At 1 January 2022
Loss for the year
Foreign exchange translation
Foreign exchange on consolidation
Total comprehensive income
Share-based payment transactions
Transfer for exercised options
Exercise of share options and warrants
Transactions with owners
At 31 December 2022
NewSubsection
Share capital
$ 000
24,392
-
-
-
-
-
-
79
79
24,471
-
Share
premium
account
$ 000
62,057
-
-
-
-
-
-
354
354
62,411
-
Merger
reserve
$ 000
2,886
-
-
-
-
-
-
-
-
2,886
-
The notes on pages 61 to 105 are an integral part of these financial statements.
59 Consolidated Statement of Changes in Equity for the Year Ended 31 December 2022 (continued)
Share based
payment
reserve
$ 000
3,306
-
(121)
-
Foreign
currency
translation
$ 000
2,323
-
121
(335)
(121)
1,547
(1,097)
-
450
3,635
(214)
-
-
-
-
Retained
earnings
$ 000
(59,804)
442
-
-
442
-
1,097
-
1,097
Total
$ 000
32,917
442
-
(335)
107
1,547
-
2,243
3,790
2,109
(58,265)
36,814
At 1 January 2021
Profit for the year
Foreign exchange translation
Foreign exchange on consolidation
Total comprehensive income
Share-based payment transactions
Transfer for exercised options
Exercise of share options and warrants
Transactions with owners
At 31 December 2021
Share capital
$ 000
24,033
-
-
-
-
-
-
359
359
24,392
Share
premium
account
$ 000
60,173
-
-
-
-
-
-
1,884
1,884
62,057
Merger
reserve
$ 000
2,886
-
-
-
-
-
-
-
-
2,886
The notes on pages 61 to 105 are an integral part of these financial statements.
60 Notes to the Financial Statements for the Year Ended 31 December 2022
1 General information
Bango PLC (“the Company”) was incorporated on 8 March 2005 in the United Kingdom. Bango PLC is domiciled
in the United Kingdom. The address of the registered office of the Company, which is also its principal place of
business, is given on page 36. Bango PLC’s shares are listed on the Alternative Investment Market of the London
Stock Exchange ("AIM").
The principal activity of Bango during the year was the development, marketing and sale of technology that enables
the marketing and sale of products.
The financial statements for the year ended 31 December 2022 (including the comparatives for the year ended 31
December 2021 ) were approved by the Board of Directors on 30 March 2023.
2 Basis of preparation
The Group financial statements, which consolidate those of Bango Plc and all of its subsidiaries, have been prepared
under the historical cost convention and under the basis of going concern.
Bango has prepared its Report and accounts for the year ended 31 December 2022, in accordance with UK-adopted
International Accounting Standards in conformity with the requirements of the Companies Act 2006 (“IFRS”). IFRS
requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the
process of applying the Group’s and Company’s accounting policies. The areas involving a high degree of
judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial
statements are disclosed in note 3.
These financial statements are presented in US Dollars (USD), the presentation currency of Bango PLC Group. The
Group’s functional currency is GBP Sterling. The directors have reviewed the functional currency of the group in
light of the change in presentational currency and are comfortable that their assessment of GBP remains appropriate
for the Group's functional currency.
61 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
2 Basis of preparation (continued)
2.1 Going concern
Bango has prepared the financial statements on a going concern basis, which assumes that the Company will
continue to operate in the foreseeable future. Bango's ability to continue as a going concern is dependent on several
factors, including its ability to generate sufficient cash flows from operations, to obtain additional financing if
required, and to meet its obligations as they become due.
As at 31 December 2022, Bango had cash of $12.7M (31 December 2021: $8.7M) and financing debt of $2.6M (31
December 2021:$0.1M) related to Right of Use assets associated with office occupancy. Bango grew its EUS and
revenue in 2022 in line with prior year trends, and generated cash in 2022, mainly due to the stable cost basis of the
platform.
During the year Bango paid $4.3M to acquire Bango 22 Limited (formerly Docomo Digital Limited). As part of the
integration of the acquired business, Bango will expend cash on various restructuring activities including personnel.
This one-off expenditure will be financed through the on-going cash inflows from the elevated levels of business
and a preferential working capital payment agreement with a key customer. Further, Bango has active open
discussions with financial
institutions in case additional funding is required including an overdraft facility
availability with its bank, HSBC, agreed after the period end.
The Board believes, based on regular cashflows, that there is sufficient cash and resources to support both planned
investments to grow sales, to complete the planned integration and to develop new products. For this reason, the
going concern basis has continued to be adopted in the preparation of the financial statements.
3 Principal accounting policies
Basis of consolidation
On 9 June 2005 Bango PLC acquired the entire issued share capital of Bango.net Limited by way of a share for
share exchange. As the shareholders were the same before and after this transaction, the share for share exchange
qualifies as a common control transaction and fell outside of the scope of IFRS 3, Business Combinations.
No goodwill has been recorded and the difference between the parent company's cost of investment and Bango.net
Limited's share capital and share premium is presented as a merger reserve within equity on consolidation.
The consolidated financial statements incorporate the financial statements of Bango PLC and all entities controlled
by it after eliminating internal transactions. Control is achieved where the Group has the power to govern the
financial and operating policies of a Group undertaking so as to obtain economic benefits from its activities.
Subsidiary undertakings’ results are adjusted, where appropriate, to conform to Group accounting policies.
62 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 Principal accounting policies (continued)
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to
govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the income statement from the
effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are
made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the
group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of
subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given,
equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable
to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the
business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and
contingent liabilities recognised is recorded as goodwill. In the case of the acquisition of DOCOMO Digital Limited,
Bango recognised negative goodwill, or a bargain purchase gain, as the purchase price was lower than the total fair
value of the assets and liabilities acquired. This negative goodwill has been recognised as an exceptional gain within
Bango’s income statement.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries,
which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated
financial statements.
Associates
Associates are all entities over which the group has significant influence but not control or joint control. This is
generally the case where the group holds between 20% and 50% of the voting rights of an entity. Investments in
associates are initially recognized at cost and thereafter accounted for using the equity method of accounting.
Under the equity method of accounting, the investment is adjusted from its initial cost with the group’s share of the
post-acquisition changes to shareholders funds from the associate entity and recognized in the consolidated
statement of financial position. In addition, the group’s share of the post-acquisition profit or losses are recognized
in the income statement with any movement in the associate entity’s other comprehensive income reported in the
group’s other comprehensive income. Dividends received or receivable from associates are also adjusted against the
carrying amount of the investment.
Where the group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity,
including any other unsecured long-term receivables, the group does not recognize further losses, unless it has
incurred obligations or made payments on behalf of the other entity.
The carrying amount of equity-accounted investments are tested for impairment annually or when events would
indicate that it might be impaired. Impairment charges are deducted from the carrying value and recognized
immediately in profit or loss.
63 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 Principal accounting policies (continued)
Property, plant and equipment
Property, plant and equipment
accumulated depreciation and subsequent accumulated impairment losses.
is stated in the statement of financial position at cost,
less any subsequent
The cost of property, plant and equipment
acquisition and installation.
includes directly attributable incremental costs incurred in their
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over
their estimated useful lives, as follows:
Asset class
Leasehold improvements
Office equipment
Computer equipment
Depreciation method and rate
20% straight-line
20% straight-line
33.3% straight-line
Intangible assets
Separately acquired licenses and other intangibles are shown at historical cost.
Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less
accumulated amortisation and any accumulated impairment losses.
Net assets acquired as part of a business combination includes an assessment of the fair value of separately
identifiable acquisition related intangible assets, in addition to other assets and contingent liabilities purchased.
These are amortized over their useful lives which are individually assessed. The estimated useful economic life for
customer contracts and relationships is 5 years and for acquired software is 7 years. Assets related to data access
acquired are recognized and amortized over 5 years.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their
expected useful economic life as follows:
Asset class
Domain names
Internal development
Intellectual property
Amortisation method and rate
3 year straight-line
5-7 years straight-line
5-7 years straight-line
64 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 Principal accounting policies (continued)
Goodwill
Goodwill is the difference between the amount by which the fair value of the cost of a business combination exceeds
the fair value of net assets acquired. Goodwill is not amortized and is stated at cost less any accumulated impairment
losses. The goodwill is tested for impairment annually or when events would indicate that it might be impaired.
Impairment charges are deducted from the carrying value and recognized immediately in profit or loss. For the
purpose of impairment testing, goodwill is allocated to the trade and assets acquired. An impairment loss recognized
for goodwill is not reversed in a subsequent period.
Negative goodwill arising on an acquisition is recognised directly in the income statement.
Research and development
is incurred. An
Expenditure on research activities is recognized as an expense in the period in which it
internally-generated intangible asset arising from Bango's development activities is recognized only if all of the
following conditions are met:
• Completion of the intangible asset is technically feasible so that it will be available for use or sale.
• Bango intends to complete the intangible asset and use or sell it.
• Bango has the ability to use or sell the intangible asset.
• The intangible asset will generate probable future economic benefits. Among other things, this requires that there
is a market for the output from the intangible asset or for the intangible asset itself, or, if it is to be used
internally, the asset will be used in generating such benefits
• There are adequate technical, financial and other resources to complete the development and to use or sell the
intangible asset.
• The expenditure attributable to the intangible asset during its development can be measured reliably.
Internally-generated intangible assets are amortized on a straight-line basis over their useful economic lives. Where
no internally-generated intangible asset can be recognized, development expenditure is recognized as an expense in
the period in which it is incurred.
The cost of an internally generated intangible asset comprises all directly attributable costs necessary to create,
produce and prepare the intangible asset to be capable of operating in the manner intended by management. Directly
attributable costs comprise employee salary and other employment costs incurred, on a time apportioned basis, as
well as a proportion of attributable overhead costs. Development costs previously recognized as an expense are not
included in the amount recognized as an asset. Until completion of the project, these assets are subject to impairment
testing only. Amortization commences upon completion of the asset and is shown within administrative expenses in
the statement of comprehensive income.
65 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 Principal accounting policies (continued)
Leases
Leases are recognized as a right of use asset with a corresponding liability at the net present value at the date on
which the asset is available for use by the group. Lease liabilities include the net present value of the remaining lease
payments; fixed and variable payments less any incentive; and residual amounts and purchase or extended options
where it’s reasonably certain to exercise the option. The lease payments are discounted using the lessee’s
incremental borrowing rate if the interest rate implicit in the lease cannot be readily determined.
Right of use assets are measured at cost to include the lease liability, direct and restoration cost and are generally
depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
Payments associated with short term leases of equipment and vehicles and all leases of low value assets are
recognized on a straight-line basis as an expense in the profit and loss.
Impairment of non-current assets
At each statement of financial position date, Bango Plc reviews the carrying amounts of its non-current assets for
any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the impairment loss, if any. The recoverable
amount is the higher of the fair value less costs to sell and value in use. Until completion of the development project,
when amortization will be charged on the intangible asset, the assets are subject to an annual impairment test.
Current financial assets
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments
that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Short-term investments
Short-term investments relate to funds placed in deposit accounts with financial institutions with a notice period of
between 3 to 12 months.
Trade and other receivables
Trade and other receivables are amounts due from customers for merchandise sold or services performed in the
ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the
business if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade and other receivables are recognised initially at the transaction price. They are subsequently measured at
amortised cost using the effective interest method, less provision for impairment.
Bango uses a simplified approach in accounting for trade and other receivables and records the loss allowance as
lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential
for default at any point during the life of the financial instrument. Bango uses its historical experience and
forward-looking information to calculate the expected credit losses.
66 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 Principal accounting policies (continued)
Trade and other payables
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course
of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at the transaction price and subsequently measured at amortised
cost using the effective interest method.
Income taxes
Current income tax liabilities comprise those obligations to fiscal authorities relating to the current or prior reporting
period, that are unpaid at the statement of financial position date. They are calculated according to the tax rates and
tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the year. All changes to
current tax assets or liabilities are recognized as a component of tax expense in the income statement, except where
it relates to items recognized outside profit or loss.
Deferred income taxes are calculated using the liability method on temporary differences. This involves the
comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their
respective tax bases. In addition, tax losses available to be carried forward as well as other income tax credits are
assessed for recognition as deferred tax assets. However, deferred tax is not provided on the initial recognition of
goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination
or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries and
joint ventures is not provided if reversal of these temporary differences can be controlled by Bango and it is
probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward
as well as other income tax credits to Bango are assessed for recognition as deferred tax assets.
Deferred tax liabilities are always provided for in full. Deferred tax assets are recognized to the extent that it is
probable that the underlying deductible temporary differences will be able to be offset against future taxable income.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their
respective period of realization, provided they are enacted or substantively enacted at the statement of financial
position date.
Deferred tax is recognized as a component of tax expense in the income statement, except where it relates to items
charged or credited directly to other comprehensive income, when it is recognized in other comprehensive income.
Deferred tax relating to items recognized directly in equity is recognized directly in equity.
67 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 Principal accounting policies (continued)
Revenue recognition
Recognition
Revenue is measured by reference to the fair value of consideration receivable by Bango for services provided,
excluding taxes. Although Bango Plc has a single segment, the process of ensuring compliance with IFRS 15
requires the company to analyze revenues generated based on specific categories and activities. There are four
recognized categories in Bango Plc.
1. Payment transactions processed by the Bango Platform; (Transactional)
2. The data monetization business; (Transactional)
3. Establishing connectivity and connections for customers connected to the platform; (Non- transactional)
4. Licence fees for the use of the software. (Non- transactional)
The principles in IFRS are applied to revenue recognition criteria using the following 5 step model:
1. Identify the contracts with the customer
2. Identify the performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to the performance obligations in the contract
5. Recognise revenue when or as the entity satisfies its performance obligations
Revenue linked to Payment activity
Bango payment revenue is contractually determined as the fee from every transaction processed through the Bango
Platform or as a fee based on the value of the transaction or a fixed fee per transaction or connection. The revenue is
recognized on the basis of completion of performance obligations, which for EUS revenue is to ensure that the
Bango Platform is always available and that payments are enabled to take place and be accounted for between
payment providers and sellers of goods.
Revenue linked to non-transactional services
Revenue, such as integration fees, is recognized on completion of contractual milestones and after consideration of
the requirements of IFRS 15 (Revenue from Contracts with Customers). Where Bango Plc charges for an integration
blueprint from which the customer can benefit on any platform, revenue is recognized when this is provided
otherwise it is recognised over the period of access.
Revenue activity from distribution activities
Revenue from the distribution of software is accounted for in line with the Principal and Agent provision of IFRS
15. In certain cases, Bango acts as a principal and will recognize gross revenue. However, where Bango acts purely
as a conduit for a monthly software licence, then it will act as an Agent and recognize only the net revenue.
68 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 Principal accounting policies (continued)
Data monetization
Revenue from data monetization consists of fees charged for making data useable by merchants or other advertisers
in digital marketing campaigns.
The transaction price for data monetization is clearly defined in contracts and is either a one off or monthly fee. The
performance obligations are to supply specified segments of data.
Revenue is recognized at point of supply for data monetization or for subscription services on a straight-line basis
over the period of access to data.
Revenue activity from the sale of perpetual and annual licenses
Revenue from the sale of perpetual software licenses where no customization of the software is required is
recognized at a point in time once the license has been delivered to the customer and the customer can obtain benefit
from the license.
Bango sells annual licences for access to the Bango Platform. Revenue earned from the sale of annual licences are
recognized during the period when the customer receives technical access to benefit from the Bango Platform.
Cost of sales
Bango cost of sales for the the transactional payments business is minimal due to the platform nature of the business.
The development and maintenance of the platform are accounted for within operating expenditure and capital
expenditure which is amortised over its useful life. Bango recognises additional cost of sales where a third party is
used to provide connections to the local payment provider. With the acquisition of DOCOMO Digital, Bango
acquired additional platforms which, due to their architecture and deployment, incur a higher costs of sale. For the
resale platform business, custom integration work or distribution will be recognized in cost of sales based on actual
cost incurred and where Bango acts as Principal for distribution, Bango will recognize the cost of the product in full.
For Bango Audiences the share of revenue provided to the payment provider who owns the data, is included as cost
of sales.
Employee benefits
All accumulating employee-compensated absences that are unused at the statement of financial position date are
recognized as a liability.
Payments to defined contribution retirement benefit schemes are charged as an expense in the period to which they
relate.
69 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 Principal accounting policies (continued)
Share based payments
Bango issues equity settled share-based compensation to certain employees (including Directors). Equity settled
share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of
the equity-settled share-based payment is expensed on a straight-line basis over the vesting period, together with a
corresponding increase in equity, based upon the estimate of the shares that will eventually vest. These estimates are
subsequently revised if there is any indication that the number of options expected to vest differs from previous
estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to
any expense recognized in prior periods.
Fair value is measured by an external valuer using the Black-Scholes option pricing model. The expected life used in
the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise
restrictions and behavioral considerations. No adjustment is made for performance conditions as these do not form a
condition of the option agreement.
On the exercise of share options, an amount equal to the fair value of the option at the date it was granted is
transferred from the share-based payments reserve into retained earnings.
Where the company grants options over its own shares to the employees of its subsidiaries it recognizes, in its
individual financial statements, an increase in the cost of investment
to the
equity-settled share-based payment charge recognized in its consolidated financial
statements with the
corresponding credit being recognized directly in equity.
in its subsidiaries equivalent
The Group has an approved HM Revenue and Customs Share Incentive Scheme under which all eligible employees
can be awarded free shares. The fair value of shares awarded under the Scheme is the market value of those shares at
the date of grant which is then recognised on a straight-line basis over the vesting period. The free shares awarded
are issued at nominal value and held in a trust managed by a third-party trustee. On vesting, an amount equal to the
fair value of the shares at the date the shares were awarded is transferred from the share-based payments reserve into
retained earnings.
Foreign currencies
Functional currency
The functional currency of the Group is Sterling.
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange prevailing at
the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of
exchange prevailing at the date of the transaction. Exchange gains and losses, including those resulting from the
revaluation of monetary assets and liabilities of the Company, are included in the profit or loss for the period.
Subsidiaries have adopted a functional currency in line with the local currency in the countries where they are
registered except those based in Spain, Brazil and Nigeria who have a functional currency of Sterling. Exchange
differences arising from the translation of foreign operations are recognized in other comprehensive income and
accumulated in foreign exchange reserve within equity.
70 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 Principal accounting policies (continued)
Presentational currency
The presentation currency of the Group is US Dollars (“USD”). Assets and liabilities are translated into USD at
closing rates of exchange for the period. Trading results are converted into USD at the average exchange rate for the
period. Any subsequent differences are included in the foreign exchange reserve. Share Capital and Premium are
stated at the historical values using prevailing exchange rates at the time of the transaction.
Derivative financial instruments
The Group undertakes trading activities which expose it to risks of changes in foreign currency exchange rates in the
market. The Group uses foreign exchange forward contracts to manage some of these exposures. These derivatives
are initially recognized at fair value at the date a derivative contract is entered into and are subsequently remeasured
to fair value at each reporting end date. The resulting gain or loss is recognized in profit or loss. A derivative with a
positive fair value is recognized as a financial asset, whereas a derivative with a negative fair value is recognized as
a financial liability. Foreign exchange forward contracts are measured using quoted forward exchange rates to match
the maturities of these contracts.
As the Group transacts in multiple currencies, the Group partly mitigates the foreign exchange exposure by
matching sales and cost in the same currency where possible
Segment reporting
Following the disposal of Bango Deep business in 2020, the directors consider that the group has a single business
segment, being the monetization of the Bango Platform. All group operations and research and development activity
is managed centrally. This is consistent with the information reviewed by the Chief Operating Decision Maker
(CODM) which is considered to be the Board of Directors.
Financial instruments
Bango uses a simplified approach in accounting for trade and other receivables and records the loss allowance as
lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential
for default at any point during the life of the financial instrument. Bango uses its historical experience and
forward-looking information to calculate the expected credit losses.
Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt
instrument, those financial instruments are classed as financial liabilities. Financial liabilities (including trade and
other payables and lease liabilities) are presented as such in the statement of financial position. Finance costs and
gains or losses relating to financial liabilities are included in profit or loss. Finance costs are calculated so as to
produce a constant rate of return on the outstanding liability.
Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then
this is classed as an equity instrument.
Dividends and distributions relating to equity instruments are debited direct to equity. Interest income and expenses
are reported on an accrual basis using the effective interest method.
71 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 Principal accounting policies (continued)
Share capital and reserves
Share capital
Ordinary shares are classified as equity. Equity instruments issued by Bango Plc are recorded at the proceeds
received, net of direct issue costs.
Share premium account
Share premium represents the excess over nominal value of the fair value of consideration received for equity
shares, net of expenses of the share issue.
Merger reserve
The merger reserve represents the difference between Bango PLC’s cost of investment and a subsidiary’s share
capital and share premium where a group reorganization qualifies as a common control transaction and the excess
over nominal value for equity shares issued as part of a business acquisition where at least 90% of the entity is
acquired.
Share-based payment reserve
The share-based payment reserve represents equity-settled share-based employee remuneration recognized over the
vesting period and the initial present value of warrants issued over equity shares.
Foreign exchange reserve
The foreign exchange reserve represents translation differences arising from the translation of the Bango
subsidiaries financial statements which are held in local currency into the consolidated Bango accounts which is
reported in USD. This reserve only arises at consolidation.
Retained earnings
Retained earnings include all current and prior period retained profits.
Exceptional items
If incurred, exceptional items are those significant one-off items which are disclosed by virtue of their size of
incidence to enable a full understanding of the financial performance.
Standards and interpretations not yet applied by the Group
For the purposes of the preparation of these consolidated financial statements, the Group has applied all standards
and interpretations that are effective for accounting periods beginning on or after 1 January 2022. There was no
significant impact of new standards and interpretations adopted in the year. No new standards, amendments or
interpretations to existing standards that have been published and that are mandatory for the Group’s accounting
periods beginning on or after 1 January 2023, or later periods, have been adopted early. The new standards and
interpretations are not expected to have any significant impact on the financial statements when applied.
72 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 Principal accounting policies (continued)
Related party transactions
Bango’s related parties include its Directors and key management personnel and associate companies. Unless
otherwise stated, none of the transactions incorporate special terms and conditions and no guarantees were given or
received. Outstanding balances are settled in cash.
The only transactions with Directors are noted in the Directors remuneration note in the accounts, see note 8.
Significant accounting estimates and judgements
The preparation of financial statements requires management to make judgements, estimates and assumptions that
affect the amounts reported for assets, liabilities, revenues and expenses. However, the nature of estimation means
that actual outcomes could differ from those estimates.
In applying the Group’s accounting policies, management has made the following judgements and estimates which
have the most significant effect on the amounts recognised in the financial statements.
Revenue recognition
The main judgements taken by management relate to the more complex customer contracts which have more than
one performance obligation.
Judgement is required to determine if these performance obligations are distinct. For the year ended 31 December
2022, the directors reviewed certain new software licence sales and integration services and determined they were
distinct as the customer could separately benefit from these services and licenses. In addition, they assessed contract
modifications to ensure they were appropriately treated in line with the requirements of IFRS 15.
In addition, judgement is required in the allocation of total contract consideration to each of the performance
obligations. The directors accepted the price negotiated at arms-length between unrelated parties represented the
fairest means to allocate price for a product that is not comparable on the market.
The Group has arrangements whereby it needs to determine if it acts as a principal or an agent as more than one
party is involved in providing the goods and services to the customer. The Group acts as a principal if it controls a
promised good or service before transferring that good or service to the customer. The Group is an agent if its role is
to arrange for another entity to provide the goods or services. Factors considered in making this assessment are most
notably the discretion the Group has in establishing the price for the specified good or service, whether the group
has inventory risk and whether the Group is primarily responsible for fulfilling the promise to deliver the service or
good.
This assessment of control requires judgement in particular in relation to certain service contracts where the group
may be assessed to be agent or principal dependent upon the facts and circumstances of the arrangement and the
nature of the services being delivered.
Where the group is acting as a principal, revenue is recorded on a gross basis. Where the group is acting as an agent
revenue is recorded at a net amount reflecting the margin earned.
73 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 Principal accounting policies (continued)
Deferred tax
A deferred tax asset is recognized where Bango considers it probable that a tax credit will be received in the future.
This specifically applies to tax losses and to outstanding vested share options at the statement of financial position
date. No deferred tax asset has been recognized as at 31 December 2022. With increased platform usage, new
contracts leading to increased revenues, management will review the appropriateness of the current policy to
determine if changes are required due to the utilization of some of the losses in the next few years.
Judgement is also required in determining the tax base of acquired intangible assets and hence whether a deferred
tax provision is required on their acquisition. See note 11.
Tax provision for liabilities
Bango has considered potential future tax liabilities with particular attention to on-going tax enquiries in Germany
and Italy inherited through the Bango 22 Limited (formerly DOCOMO Digital Limited) acquisition, but has judged
that there is not enough information to form an estimate of the exposure. Further, Bango has both significant tax
losses and the capability to recover costs arising from the sales and purchase agreement to an agreed level. Bango
would also look to recover any VAT exposure from customers. See note 26.
Development costs
Judgement is applied when deciding whether the recognition requirements for development costs have been met,
based on the information available at each statement of financial position date. The economic success of any product
development is uncertain at the time of recognition as it may be subject to future technical problems and therefore
impairment reviews are completed for each project on the statement of financial position date. The carrying value of
capitalized development costs is $15.0M (2021: $9.8M).
No projects are considered to be impaired based on expected future revenues.
Carrying value of associate
The recoverable amount of the associate is derived from estimates of future cash flows that the associate is expected
to generate. Given the start-up nature of this operation this is subjective. The development of the associate's product
is progressing well and is expected to generate suitable income to support the carrying value recognized.
The Group acquired proprietary software related to the disposal of the NewDeep Limited group. The main
judgement involved the valuation of the software and also the initial valuation of the associate. See note 15.
74 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 Principal accounting policies (continued)
Business combinations
The Bango 22 Limited (formerly DOCOMO Digital Limited) business was acquired on 29th August 2022 for a cash
consideration of $4.3M. Following completion, Bango worked with Grant Thornton to carry out provisional
purchase price allocation work assessing the fair value measurement of tangible assets, intangible assets and
goodwill using the acquisition method in accordance with IFRS 3 Business Combinations. This work covered four
key areas, the main cash generating unit, customer relationships, technology IP and the workforce. Two other areas,
non-competition agreements and trade name/brands, were also considered but not valued. Customer relationships
were judged to be main driver for the acquisition as their retention, migration to the Bango platform were key and
this was used as the primary asset for valuation using a multi period excess earnings model (‘MEEM’) considering
only revenues from existing customers at the valuation date. The acquired technology was also considered but
assessed to require significant upgrades if it were to continue to generate revenue. However, given that there will be
a period of transition before all these routes are migrated to the Bango platform, this technology was valued using
the relief from royalty method.
Costs related to acquisitions are expensed to the consolidated income statement in the period they are incurred and
shown in exceptional costs.
4 Revenue
Revenue by product:
Payments - transactional & data monetization
Payments non-transactional (licensing of software, platform & technology),
and integration
2022
$ 000
18,185
10,305
28,490
2021
$ 000
15,684
5,020
20,704
Most income is currently recognized at a point in time rather than over time. Bango Plc believes that any further
breakdown could reveal commercially sensitive information.
Annual recurring revenue
2022
$ 000
4,963
4,963
2021
$ 000
1,053
1,053
75 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
4 Revenue (continued)
Geographical analysis
Bango Plc’s revenue from external customers is divided into the following geographical areas.
United Kingdom (country of domicile)
EU
USA and Canada
Rest of the World
2022
$ 000
1,242
3,765
8,078
15,405
28,490
2021
$ 000
948
2,213
4,428
13,115
20,704
All turnover is spread over many territories, of which $8.7M comes from two partners in the Rest of the World and
$3.5M comes from a partner in USA and Canada. (2021: $2.6M from the partner in the USA and Canada, $6.7M
from two partners in the Rest of the World).
Bango’s non-current assets are divided into the following geographical areas.
United Kingdom (country of domicile)
Germany
Non-current assets are allocated based on their physical location.
2022
$ 000
32,484
2,311
34,795
2021
$ 000
24,600
-
24,600
76 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
5 Operating (loss) / profit
Operating (loss) / profit is stated after charging / (crediting):
Auditor's remuneration:
Fees payable to the Company’s auditor for the audit of the financial
statements
Fees payable to the Group’s auditors for other services: audit of Group’s
subsidiaries
white space
Exchange rate variances
white space
Depreciation on property, plant and equipment – owned assets
Depreciation on property, plant and equipment – right of use assets
Amortization of intangible assets
white space
2022
$ 000
2021
$ 000
9
186
(1,205)
170
590
5,201
8
140
272
128
96
3,862
Expense on short-term and low value leases
521
234
6 Expenses by nature
Employee benefits expense
Depreciation expense
Amortisation expense
Other expenses
Exceptional items
Negative goodwill
white space
2022
$ 000
15,308
760
5,201
8,317
10,960
(10,203)
30,343
2021
$ 000
8,347
224
3,862
6,495
-
-
18,928
Other operating income relates to service costs included in administrative expenses that have been reimbursed by
NTT Docomo.
77 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
7 Exceptional items
Acquisition costs
Asset write-down
Restructuring costs
2022
$ 000
1,270
2,964
6,726
10,960
Acquisition costs cover those professional fees associated with the acquisition of Bango 22 Limited (formerly
DOCOMO Digital Limited). The asset write-down relates to non-current assets which no longer meet the criteria for
recognition based on post acquisition requirements. Restructuring costs relate to redundancy and other restructuring
costs arising due to the acquisition.
8 Directors
The directors' remuneration for the year was as follows:
Emoluments
2022
$ 000
1,742
2021
$ 000
1,623
Further details can be found in the Remuneration Committee Report on page 44-49. The highest paid Director
received total salary of $505,404 (2021: $414,730), pension contributions of $8,983 (2021: $13,258), and share
based compensation of $129,000 (2021: $144,000).
The number of Directors who accrued benefits under pension schemes was three (2021: five). The total share based
compensation for Directors was $423,000 (2021: $468,000).
For details of Directors options please see the Directors and their interest section of the Directors’ report.
9 Employee benefit expense
The average number of persons employed by the group (including directors) during the year, analysed by category
was as follows:
Admin & marketing staff
Technical & support staff
2022
No.
38
149
187
2021
No.
22
66
88
78 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
9 Employee benefit expense (continued)
The aggregate payroll costs (including directors' remuneration) were as follows:
Wages and salaries
Social security costs
Other pension costs
Share based compensation
2022
$ 000
17,348
2,547
474
1,634
22,003
2021
$ 000
8,874
875
339
1,547
11,635
Included in the above payroll costs is $6,695,000 (31 December 2021: $3,288,000) capitalized within internal
development (note 14). The outstanding pension contributions on 31 December 2022 which was payable in January
2022 was $41,000 (2021: $31,000).
The Directors have identified fourteen (31 December 2021: seventeen) key management personnel. The key
management comprise of the directors and functional leads of key departments who constitute the leadership team.
Compensation to key management is set out below:
Wages and salaries
Social security costs
Other pension costs
Share based compensation
10 Interest income and interest payable
Finance income
Bank interest receivable
Finance costs
Interest on lease liabilities
Interest payable
Total finance costs
2022
$ 000
3,091
354
63
629
4,137
2022
$ 000
57
48
10
58
2021
$ 000
2,563
294
79
643
3,579
2021
$ 000
11
3
7
10
79 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
11 Taxation
Tax charged/(credited) in the income statement
UK taxation
R&D tax credits receivable
Under recognition of prior year credit
Foreign taxation
Foreign tax
Total current income tax
Deferred taxation
Current year
Over provision in respect of prior year deferred tax
Total deferred taxation
Tax receipt in the income statement
2022
$ 000
(1,337)
(4)
(2)
(1,343)
(1,312)
-
(1,312)
(2,655)
2021
$ 000
(697)
(69)
12
(754)
-
(1,223)
(1,223)
(1,977)
The over provision of deferred tax in the prior year relates to the reversal of deferred tax recognized in relation to the
acquisition of software following the disposal of the Bango Deep group as the amortization of this asset is now
considered to be tax allowable and therefore the tax base of the assets acquired have been revised.
The tax on loss for the year is based on the standard rate of corporation tax in the UK of 19% (2021: 19%).
The differences are reconciled below:
(Loss) on ordinary activities before taxation
white space
2022
$ 000
(4,795)
2021
$ 000
(1,535)
80 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
11 Taxation (continued)
(Loss) on ordinary activities multiplied by standard rate of tax
white space
Expenses not deductible for tax purposes
Enhanced R&D relief
Losses not recognized
Adjustments in relation to prior years
Income not taxable
Negative goodwill recognized
Total tax credit
2022
$ 000
(911)
-
1,453
(1,177)
211
(4)
(288)
(1,939)
(2,655)
2021
$ 000
(292)
-
478
(664)
(207)
(1,292)
-
-
(1,977)
At 31 December 2022, the unutilized tax losses carried forward amounted to $60.7M (at 31 December 2021:
$47.6M). Of this amount, $46.7M relate to UK tax losses.
Deferred tax
Deferred tax liability has been recognized on potential withholding tax charges and other movements. No deferred
tax has been recognized in respect of the UK or Germany losses due to the unpredictability of future taxable trading
profits. The UK corporation tax rate increase to 25% from 1 April 2023 has been substantively enacted at the year
end so amounts which will unwind after this date have been measured at 25% (2021: 25%).
The following is an analysis of the movement of the deferred tax liabilities recognized by the Group:
Share option deduction
Tax losses
Short term timing differences
Accelerated capital allowances
and capitalized development costs
Provided
31 December
2022
$ 000
-
3,687
(4,562)
Provided
31 December
2021
$ 000
-
2,056
21
Unrecognized
31 December
2022
$ 000
-
13,769
-
Unrecognized
31 December
2021
$ 000
68
9,899
-
(3,533)
(4,408)
(2,077)
-
-
13,769
-
9,967
81 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
11 Taxation (continued)
Opening balance at 1 January
Recognized in the consolidated income statement
Movement arising from acquisition
Exchange translation adjustment
Closing balance at 31 December
12 Property, plant and equipment
2022
$ 000
-
(1,312)
5,694
26
4,408
Leasehold
improvements
$ 000
Office
equipment
$ 000
Computer
equipment
$ 000
Cost
At 1 January 2022
Additions
Acquisition of subsidiaries
Write down
Disposals
Foreign exchange
At 31 December 2022
Depreciation
At 1 January 2022
Charge for the year
Disposals
Foreign exchange
At 31 December 2022
NewHeaderRow
Net book value at 31 December
2022
NewHeaderRow
Cost
At 1 January 2021
Additions
Disposals
Foreign exchange
104
1,142
230
(230)
(281)
(11)
954
77
6
-
(6)
77
2,648
293
442
(442)
(10)
(241)
2,690
2,433
164
(3)
(172)
2,422
-
-
-
-
-
-
-
-
-
-
-
-
-
877
268
1,145
366
-
(364)
(2)
87
18
-
(1)
2,489
191
(2)
(30)
2,942
209
(366)
(33)
2021
$ 000
(1,249)
1,223
-
26
-
Total
$ 000
2,752
1,435
672
(672)
(291)
(252)
3,644
2,510
170
(3)
(178)
2,499
82 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
12 Property, plant and equipment (continued)
Leasehold
improvements
$ 000
Office
equipment
$ 000
Computer
equipment
$ 000
At 31 December 2021
-
104
2,648
Depreciation
At 1 January 2021
Charge for the year
Disposals
Foreign exchange
At 31 December 2021
Carrying amount
Net book value at 31 December
2021
366
-
(364)
(2)
-
-
71
8
-
(2)
77
27
Total
$ 000
2,752
2,787
128
(365)
(40)
2,510
2,350
120
(1)
(36)
2,433
215
242
The write down of acquired assets relates to equipment and assets which have no further value following the Group
decision on their post acquisition requirements.
13 Right of use assets
Cost
At 1 January 2022
Additions
Acquisition of subsidiaries
Write down
Foreign exchange
At 31 December 2022
Depreciation
At 1 January 2022
Charge for the year
Foreign exchange
At 31 December 2022
Carrying amount
Computer
equipment
$ 000
Building
$ 000
Fixtures
and fittings
$ 000
1,217
-
50
(50)
(126)
1,091
1,134
37
(106)
1,065
-
-
2,864
-
-
2,864
-
553
-
553
-
303
65
(65)
-
303
-
-
-
-
Total
$ 000
1,217
303
2,979
(115)
(126)
4,258
1,134
590
(106)
1,618
83 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
13 Right of use assets (continued)
Net book value at 31
December 2022
NewHeaderRow
Cost
At 1 January 2021
At 31 December 2021
Depreciation
At 1 January 2021
Charge for the year
At 31 December 2021
Carrying amount
Net book value at 31
December 2021
Computer
equipment
$ 000
Building
$ 000
Fixtures
and fittings
$ 000
Total
$ 000
26
2,311
303
2,640
1,217
1,217
1,038
96
1,134
83
-
-
-
-
-
-
-
-
-
-
-
-
1,217
1,217
1,038
96
1,134
83
The write down of acquired assets relates to equipment and assets which have no further value following the Group
decision on their post acquisition requirements.
Lease liabilities
Current
Non-current
white space
31 December
2022
$ 000
31 December
2021
$ 000
841
1,801
2,642
56
49
105
The incremental borrowing rate for existing leases is 5% (2021: 5%).
The discount rate used by the Group to calculate lease liabilities was based on management estimates. As the Group
could not readily determine the rate implicit in the lease, the Group based the estimate on the European Central
Bank rate plus an implied premium.
84 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
13 Right of use assets (continued)
Amounts recognized in profit or loss
Depreciation charge on right of use assets
All assets
white space
Interest expense (included in finance cost)
white space
Expense relating to leases of low-value assets and short-term leases
The total cash outflow for right of use asset leases in the year was $0.45M (2021: $0.1M).
2022
$ 000
2021
$ 000
590
48
521
96
3
234
The company leases equipment with varying terms ranging from 12 months to 6 years. The Group has a lease for a
building in Dusseldorf Germany inherited as part of the acquisition. The lease term expires in January 2028. The
increase in lease liability of $2.9M is related to the building and other leases gained from the acquisition. An
additional $0.3M has arisen due to the Group obtaining the use of certain fixtures and fittings.
85 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
14 Intangible assets
Cost
At 1 January 2022
Additions
Acquisition of subsidiaries
Foreign exchange
At 31 December 2022
Amortisation
At 1 January 2022
Charge for the year
Foreign exchange
At 31 December 2022
NewHeaderRow
Net book value at 31
December 2022
Cost or valuation
Cost or valuation
Domain
names
$ 000
Internal
development
costs
$ 000
Acquired
intangibles
(Other)
$ 000
Acquired
intangibles
(Software)
$ 000
Acquired
intangibles
(Contracts)
$ 000
Acquired
intangibles
(Brand)
$ 000
Goodwill
$ 000
Total
$ 000
103
8
-
(11)
100
61
29
(7)
83
23,549
9,632
-
(2,359)
30,822
13,706
3,614
(1,473)
15,847
1,048
-
83
(108)
1,023
140
213
(22)
331
9,088
-
-
(941)
8,147
2,856
985
(328)
3,513
698
-
5,666
-
6,364
698
360
-
1,058
59
-
-
-
59
59
-
-
59
1,620
-
-
-
1,620
-
-
-
-
36,165
9,640
5,749
(3,419)
48,135
17,520
5,201
(1,830)
20,891
17
14,975
692
4,634
5,306
-
1,620
27,244
86 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
14 Intangible assets (continued)
Domain
names
$ 000
Internal
development
costs
$ 000
Acquired
intangibles
(Other)
$ 000
Acquired
intangibles
(Software)
$ 000
Acquired
intangibles
(Contracts)
$ 000
Acquired
intangibles
(Brand)
$ 000
Goodwill
$ 000
Total
$ 000
78
26
(1)
103
48
14
(1)
61
18,659
5,076
(186)
23,549
11,307
2,531
(132)
13,706
-
1,048
-
1,048
-
140
-
140
9,177
-
(89)
9,088
1,738
1,128
(10)
2,856
698
-
-
698
652
46
-
698
59
-
-
59
56
3
-
59
1,620
-
-
1,620
-
-
-
-
30,291
6,150
(276)
36,165
13,801
3,862
(143)
17,520
42
9,843
908
6,232
-
-
1,620
18,645
Cost
At 1 January 2021
Additions
Foreign exchange
At 31 December 2021
Amortisation
At 1 January 2021
Charge for the year
Foreign exchange
At 31 December 2021
Carrying amount
Net book value at 31
December 2021
87 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
14 Intangible assets (continued)
Amortization is shown within administrative expenses in the income statement.
Bango regularly reviews its intangible assets to ensure that they are not impaired through periodic impairment testing in line with IAS 36. Assets are reviewed
separately in relation to the revenue that will be generated from them as a discreet product. They are therefore separately assessed for signs of impairment using a
discounted cash flow with a 20% pre-tax discount rate estimated to reflect current market assessments of the time value of money, the specific risks applicable
(20% in prior year) and using the latest available financial forecasts. No projects had any indication of impairment.
Goodwill is reviewed annually for signs of impairment. Goodwill relates to the acquisition of BillToMobile Inc, for $1.62m in May 2016.
The underlying assets related to the outstanding goodwill has been classified as a single cash-generating unit (CGU) which has been reviewed for any sign of
impairment. The recoverable amount of the CGU was determined based on the value-in-use calculations which required the use of certain assumptions. The
calculations used cash flow projections based on financial budgets approved by the Board for the current financial year with an additional projection to cover a 7
year period.
The following assumptions have been used in reviewing the goodwill for signs of impairment:
(1)
(2)
(3)
Assumed a revenue and cost growth of 2.5% (2021: 2.5%) annually from 2023
Current margins will remain the same in future years
Pre-tax discount rate of 20% (2021: 20%) has been applied
(4) Major customers will continue the on-going business relationship. The customers have continued to increase business with in the past few years
(5)
(6)
Annual capital expenditure will be $50,000 in the current year (2021: $50,000) and increase by 2.5% in the following years.
Assumed a terminal growth rate of 3% (2021: 3%)
If Bango Plc lost the business of a key customer which resulted in a revenue collapse in excess of 50% over the forecast period, the group may be required to
recognize an impairment. There is no other reasonable possible change to either costs or interest rates in the key assumptions that would result in an impairment.
88 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
15 Interest in associates and other investments
Interest in other associates
Other investments
Interest in associates
Opening balance as at 1 January
Share of operating losses
Foreign exchange movements
Closing balance as at 31 December
2022
$ 000
3,690
76
3,766
2022
$ 000
5,630
(1,393)
(547)
3,690
2021
$ 000
5,630
-
5,630
2021
$ 000
7,771
(2,081)
(60)
5,630
Name of entity
NewDeep Limited
Audiens Srl *
Audiens Limited *
Place of business
United Kingdom
Italy
Italy
Ownership interest
40%
40%
40%
Nature of
relationship
Associate
Associate
Associate
Measurement
method
Equity method
Equity method
Equity method
* These entities are both 100% owned subsidiaries of NewDeep Limited.
The proportion of ownership is the same as the share rights held. The registered address of NewDeep Limited and
Audiens Limited is First Floor Victory House, Vision Park, Chivers Way, Histon, Cambridge, CB24 9ZR, United
Kingdom. The registered address of Audiens Srl is Piazza della Repubblica, 14-16, Milano, 20124, Italy.
Summarized financial information for associates
The table below provides a summary of the financial information for New Deep Limited group, an associate of
Bango Plc. The information disclosed shows the balances for New Deep group and does not represent Bango Plc’s
share of its interest. They have been amended to reflect adjustments when using the equity method, including fair
value adjustments and modifications for differences in accounting policy.
89 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
15 Interest in associates and other investments (continued)
Summarized balance sheet
Cash
Other current assets
Non-current assets
Total assets
white space
Finance liabilities (excluding trade payables)
Other current liabilities
Net assets
white space
Opening book value of assets
Loss for the period
Foreign exchange translation
Closing net assets
white space
Group’s share
Carrying amount
Summarized statement of comprehensive income
Revenue
Cost of sales
Administrative expenses
Depreciation and amortization
Interest payable
Interest income
Taxation
(Loss) for the period
Total comprehensive loss
2022
$ 000
523
423
9,036
9,982
(191)
(565)
9,226
14,075
(3,482)
(1,367)
9,226
3,690
3,690
2022
$ 000
143
(92)
(2,191)
(1,295)
(10)
-
(37)
(3,482)
(3,482)
2021
$ 000
3,400
289
11,064
14,753
(268)
(410)
14,075
19,427
(5,203)
(149)
14,075
5,630
5,630
2021
$ 000
90
(10)
(4,375)
(958)
(13)
63
-
(5,203)
(5,203)
90 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
15 Interest in associates and other investments (continued)
Other investments
Following the acquisition of the Bango 22 Limited (formerly Docomo Digital Limited Group), Bango obtained other
investments with minority share holding interests valued at $76,000. The accounts do not contain any information
related to these investments as they are considered immaterial to the understanding of these accounts.
16 Trade and other receivables
Current
Trade receivables
Provision for impairment of trade receivables
Net trade receivables
Accrued income
Prepayments
Other receivables
31 December
2022
$ 000
13,450
(1,148)
31 December
2021
$ 000
4,850
(30)
12,302
4,331
2,470
2,913
22,016
4,820
1,693
396
190
7,099
Accrued income is expected to be invoiced within 12 months following the end of the year.
At 31 December 2022, some of the unimpaired trade receivables are past their due date. The age of financial assets
past due but not impaired is as follows:
Not more than one month
One to two months
Three to twelve months
More than twelve months
31 December
2022
$ 000
809
293
481
1,103
31 December
2021
$ 000
383
68
69
5
2,686
525
Trade and other receivables are usually due within 30-60 days and do not bear any effective interest rate. Trade
receivables from digital merchants consist of numerous accounts with no significant individual balances. Allowance
for expected credit losses is provided for.
91 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
16 Trade and other receivables (continued)
31 December 2022
Expected credit loss rate (%)
Gross carrying amount
Lifetime expected credit loss
Current
$ 000
0.50
One to three
months
$ 000
0.50
Three to
twelve
months
$ 000
0.75
Over twelve
months
$ 000
7.40
809
4
293
1
481
4
1,103
82
Total
$ 000
9.15
2,686
91
Receivables not yet due of $10,764,000 are expected to have an immaterial credit loss rate.
The fair value of these financial assets is not individually determined as the carrying amount is a reasonable
approximation of fair value. There is no material difference between fair value and book value. Of the expected
credit loss of $1,148,000, a specific provision of $1,057,000 (2021: $25,000) has been recognized for debt due from
clients. The balance of $91,000 is the lifetime expected credit loss.
31 December 2021
Expected credit loss rate (%)
Gross carrying amount
Lifetime expected credit loss
Current
$ 000
0.50
383
2
One to three
months
$ 000
0.50
68
-
Three to
twelve
months
$ 000
2.50
69
2
One to three
months
$ 000
8.50
5
1
Total
$ 000
12.00
525
5
Receivables not yet due of $4,324,000 are expected to have an immaterial credit loss rate.
The fair value of these financial assets is not individually determined as the carrying amount is a reasonable
approximation of fair value. There is no material difference between fair value and book value. Of the expected
credit loss of $30,000, a specific provision of $25,000 has been recognized for a debt due from a client. The balance
of $5,000 is the lifetime expected credit loss.
92 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
16 Trade and other receivables (continued)
Brought forward provision
Charge for the year
Acquired
Utilized
Released
Carry forward provision
17 Short-term investments
31 December
2022
$ 000
30
-
1,118
-
-
31 December
2021
$ 000
37
17
-
(24)
-
1,148
30
The Group invested $41,000 (2021: $945,000) in a short-term investment deposit with a 95-days’ notice.
18 Cash and cash equivalents
Cash and cash equivalents includes restricted funds of $2.9M related to a discontinued business segment from the
DOCOMO Digital acquisition (2021: nil) as at 31 December 2022.
19 Share capital
Allotted, called up and fully paid shares
31 December
2022
No.
$ 000
31 December
2021
No.
As at 1 January of £0.20 each
Exercise of share options and warrants
of £0.20 each
76,013,659
24,392
74,711,268
318,187
76,331,846
79
24,471
1,302,391
76,013,659
$ 000
23,974
418
24,392
During the year 318,187 share options were exercised at exercises price between 43 pence and 208 pence and a par
value of 20 pence per share. The total proceeds were $433,444 of which $79,196 was recognized as share capital
and $354,248 as share premium.
On 23 January 2018, Bango issued to the vendors of Audiens 738,399 warrants over new Bango shares, exercisable
at a price of $2.43 (£1.80) each, which will lapse after 10 years. During the year nil (2021: 230,025) warrants were
exercised whilst 508,374 remained outstanding as at 31 December 2022.
93 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
20 Trade and other payables
Current liabilities
Trade payables
Social security and other taxes
Other creditors
Accruals
Deferred income
Restructuring accrual
Non-current liabilities
Accruals
31 December
2022
$ 000
31 December
2021
$ 000
11,426
3,582
2,684
9,477
1,665
3,699
32,533
512
512
1,646
599
643
2,217
104
-
5,209
-
-
Trade and other payables in current liabilities are due within one year and are non-interest bearing. Non-current
trade payables are due within two years. There is no material difference between book value and fair value.
Deferred income relates to revenue expected to be recognized by the group within 12 months from the year end. The
deferred income from the year ended 31 December 2021 was fully recognized during the current year.
94 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
21 Cash generated from / (used by) operations
(Loss) / profit for the financial year
Depreciation and amortization
Negative goodwill recognized
Taxation credit
Finance income
Finance costs
Share-based payment expense
Share of loss of associate
Loss on disposal of fixed assets
Net exchange differences
Decrease / (increase) in receivables
Increase in payables
Impairment of assets
Corporation tax received
Net cash generated from operations
white space
2022
$ 000
(2,140)
5,961
(10,203)
(2,655)
(57)
58
1,634
1,393
288
(109)
5,850
4,998
787
5,805
62
5,867
2021
$ 000
442
4,086
-
(1,977)
(11)
10
1,547
2,081
-
(29)
(2,802)
2,654
-
6,001
-
6,001
At 1
January
2022
$ 000
Other
non-cash
movements
$ 000
Cash flow
$ 000
Exchange
$ 000
Acquisition
$ 000
At 31
December
2022
$ 000
Cash and cash equivalents
at end of year
Cash and cash equivalents
Lease liabilities
Net cash at end of year
8,706
(105)
8,601
(8,616)
499
(8,117)
-
(48)
(48)
(905)
(124)
13,472
(2,864)
12,657
(2,642)
(1,029)
10,608
10,015
95 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
21 Cash generated from / (used by) operations (continued)
Cash and cash equivalents at
end of year
Cash and cash equivalents
Lease liabilities
Net cash at end of year
At 1
January
2021
$ 000
7,958
(202)
7,756
Other
non-cash
movements
$ 000
At 31
December
2021
$ 000
Exchange
$ 000
Cash flow
$ 000
844
100
944
-
(3)
(3)
(96)
-
(96)
8,706
(105)
8,601
Other non-cash movements include new leases, disposals of leases and interest on leases.
22 Credit risk analysis
Bango Plc’s exposure to credit risk is limited to the carrying amount of financial assets and cash and cash
equivalents recognized at the statement of financial position date.
Bango Plc continuously monitors the default of partners and other counterparties and incorporates this information
into its credit risk controls. Where available at reasonable cost, external credit ratings and / or reports on customers
and other counterparties are obtained and used.Bango Plc’s policy is to deal only with creditworthy counterparties.
Bango Plc’s management considers the expected credit loss on financial assets that are past due. See note 16 for
further information on trade receivables that are past due.
None of Bango Plc’s financial assets are secured by collateral or other credit enhancements.
In respect of trade and other receivables, Bango Plc is not exposed to any significant credit risk exposure to any
single counterparty or any group of counterparties having similar characteristics. Bango Plc completes regular credit
checks on those payment providers accounting for significant individual balances. In addition, the terms and
conditions of trade with some digital merchants allow the group to withhold payment of the relevant part of the
digital merchant earnings until payment is received from the payment provider.
The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties
are reputable banks with high quality external credit ratings.
23 Market risk analysis
23.1 Interest risk sensitivity
Bango Plc has no bank borrowings on which it is subject to interest rate risk. The risk associated with interest earned
on cash balances is low, given the low level of interest currently being earned. Therefore no sensitivity analysis has
been disclosed.
96 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
23 Market risk analysis (continued)
23.2 Foreign currency forwards
In the prior year Group had hedged an expected total receipt USD 1.65M at a rate of 1.3493 to GBP till 28
December 2022. At the year end there was no material valuation differences between the forward and spot exchange
rates. There were no such contracts at 31 December 2022.
23.3 Foreign currency sensitivity
Exposure to currency exchange rates arise from Bango Plc’s overseas sales and purchases, which are primarily
denominated in Pound Sterling, US Dollar, Mexican Peso, Brazilian Real and Australian Dollar.
Foreign currency denominated financial assets and liabilities, translated into US Dollar at the closing rate, are as
follows.
Nominal amounts
GBP £
Euro
Australian $
Japanese yen
Brazilian real
Swiss frank
Mexican peso
Malaysian ringgit
Singapore $
Other
GBP
EUR
AUD
JPY
BRL
CHF
MXN
MYR
SGD
Other
31
December
2022
Financial
assets
$ 000
5,090
12,475
804
1,606
92
529
64
1,460
871
10,017
31
December
2022
Financial
liabilities
$ 000
(8,160)
(13,100)
(110)
(1,707)
(846)
(27)
(1,351)
(1,994)
(261)
(7,135)
Net assets/
(liabilities)
$ 000
(3,070)
(625)
694
(101)
(754)
502
(1,287)
(534)
610
2,882
31
December
2021
Financial
assets
$ 000
8,684
1,440
1
1,861
-
-
-
2
-
449
31
December
2021
Financial
liabilities
$ 000
(4,391)
(597)
-
(375)
(1)
-
-
-
-
(10)
Net assets/
(liabilities)
$ 000
4,293
843
1
1,486
(1)
-
-
2
-
439
33,008
(34,691)
(1,683)
12,437
(5,374)
7,063
97 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
23 Market risk analysis (continued)
23.3 Foreign currency sensitivity (continued)
Sensitivity analysis has been performed on the financial assets and liabilities to assess the exposure of the group to
foreign exchange movements. Profits are sensitive to changes in exchange rates primarily from GBP, EUR, AUD,
MXN, BRL, SGD, MYR and CHF denominated trade and cash. The Group’s exposure to other currencies is not
significant. If exchange rates moved so that the US Dollar strengthened by 5% then the profits of the group will be
increased by $217,000 and the effect on the statement of financial position would be a profit of $80,000. However, if
the exchange rates of GBP, EUR, AUD, MXN, BRL, SGD, MYR and CHF strengthened by 10% then the impact on
profits of the group will be a profit of $415,000 and the effect on the statement of financial position would be a
movement in assets of $153,000.
24 Acquisition of subsidiary
On 29 August 2022, the Group acquired 100% of the issued share capital of Bango 22 Limited (formerly Docomo
Digital Limited), obtaining control of the global payments business of NTT Docomo. Bango 22 Limited was
acquired to expand the global partnerships with major customers and add new Telco partners, thereby extending the
Bango global reach. This acquisition will consolidate the Bango position as a leading payments platform for global
merchants. This will also expand Bango's footprint in carrier billing for physical goods.
With the acquisition, Bango has accelerated it's 5 year strategic business plan and gained new business partners. The
acquisition is further intended to consolidate the Bango position in the payments platform business and attract
potential new customers to the Bango Digital Vending Machine.
Assets and liabilities acquired
Trade and other receivables
Cash
Property, plant and equipment
Right of use
Identifiable intangible assets
Trade and other payables
Tax liability
Lease liability
Deferred tax
Net identifiable assets acquired
Goodwill
Net assets acquired
29 August
2022
Book value
$ 000
29 August
2022
Adjustment
$ 000
29 August
2022
Fair value
$ 000
21,165
13,472
672
2,979
34,554
(23,495)
(121)
(2,864)
(4,183)
42,179
-
-
-
-
-
(28,805)
2,633
-
-
(1,511)
(27,683)
-
42,179
(27,683)
21,165
13,472
672
2,979
5,749
(20,862)
(121)
(2,864)
(5,694)
14,496
(10,203)
4,293
98 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
24 Acquisition of subsidiary (continued)
Consideration:
Cash
Cash flow analysis:
Cash consideration
Less: cash and cash equivalent balances acquired
Net cash inflow arising on acquisition
29 August
2022
Book value
$ 000
29 August
2022
Adjustment
$ 000
29 August
2022
Fair value
$ 000
-
-
-
-
-
-
-
-
4,293
4,293
(13,472)
(9,179)
The initial accounting and fair value numbers presented above are provisional. The numbers may be amended if new
information becomes available which requires Bango to amend the opening balances.
The fair value of acquired trade receivables was $10.6M. The gross contracted value was $11.8M with an expected
loss recognized on acquisition of $0.1M and $1.1M as a specific provision.
Cash balance acquired of $13.5M included restricted cash of $2.9M.
The book value of intangibles assets of $34.5M was considered to be worth considerably less due to the limited
value of the Bango 22 Limited platform. This was written down to $0.1M with contracts assets valued at $5.67M.
The fair value is expected to be amortized over five years post acquisition.
Trade and other payables worth $2.63M were adjusted due to unrequired accruals.
The negative goodwill of $10.2M arising from the acquisition is determined after considering the fair value of
tangible assets, intangible assets comprising of technology IP, customer relationships, brand and the potential of the
existing workforce. The transaction resulted in a gain because the acquired entity would have been required to
undertake major restructuring and develop a cloud based platform to support the long-term viability of the business.
Acquisition-related costs (included in exceptional administrative expenses) amount to $1.3M.
Bango 22 Limited (formerly Docomo Digital Limited) contributed $5.1M revenue and ($3.8M) to the group's loss
for the period between the date of acquisition and the balance sheet date.
If the acquisition of Bango 22 Limited (formerly Docomo Digital Limited) had been completed on the first day of
the financial year, group revenues for the period would have been $58.9M and group loss would have been
($13.6M). The high revenues and costs were based on arrangements in place prior to the acquisition which ceased
after the acquisition.
99 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
25 Share-based payments
The Group issues share options to Directors and to employees under either an HM Revenue and Customs approved
Enterprise Management Incentive (EMI) scheme or an unapproved scheme. Employees resident overseas are
eligible to participate in the unapproved scheme.
The grant price for share options is equal to the average quoted market price of the company shares on the date of
grant. Options do not fully vest for three years. The options lapse if share options remain unexercised after a period
of ten years from the date of grant. Employees leaving the Group may receive a waiver from the Board for a defined
period during which they may exercise options that had vested by their leaving date.
Employees based in the United Kingdom are also eligible to participate in a Employee Share Purchase Scheme
which enables a trust company to purchase Bango shares on behalf of employees on the open market. The purchase
by employees are also matched by Bango up to a limit. Payment is made from an approved salary sacrifice scheme.
Employee share options
The movements in the number of share options outstanding and their related weighted average exercise prices for
the year are as follows:
Outstanding at 1 January
Granted
Lapsed
Exercised
Outstanding at 31 December
Exercisable at 1 January
Average
exercise price
per share
p
156
187
128
107
167
156
31 December
2022
Number
5,720,226
2,307,500
(353,843)
(318,187)
7,355,696
4,421,771
Average
exercise price
per share
p
132
205
160
112
156
132
31 December
2021
Number
5,411,056
1,801,750
(465,220)
(1,027,360)
5,720,226
3,399,940
The weighted average share price at date of options exercised during the year was 167.12 pence (2021 - 156.04
pence). No options expired during the periods covered above.
The range of principal Group assumptions applied in determining the fair value of share-based payment related
options during the year under review are:
100 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
25 Share-based payments (continued)
Risk free rate of return (%)
Expected life of options (years)
Forfeiture rate (%)
Fair value of options (pence)
Weighted average share price at grant date (pence)
Volatility of share price (%)
2022
2021
1.23 - 4.32
5
13.5
72 - 91
187
45
0.34 - 0.39
5
13.5
101-105
205
50 - 60
The expected price volatility has been based on the historic volatility adjusted for any expected future change in
volatility due to publicly available information.
Options are granted to employees and expire 10 years after the grant date.
Share incentive plan
During the year the Group introduced a new share incentive scheme for employees. The HM Revenue and Customs
approved Share Incentive Plan is open to all employees. Deductions from employee payroll through a salary
sacrifice is then used to purchase shares on the market which the Company matches on a 2:1 basis up to a maximum
of $2,100.
The scheme offers the employee the opportunity to participate in the long term success of the Group and also afford
them the opportunity to have a say in the Company.
26 Contingent liabilities
Bango inherited through the acquisition an on-going lease for a London property which had been assigned to a third
party with the agreement of the landlord. Under the terms of the assigned lease Bango offered a guarantee to the
landlord till June 2028 to make good any obligations due which the assignee is unable to fulfil. The annual lease
charge is $288,000.
The German tax authorities are currently reviewing the VAT treatment between merchants, end customers and
intermediary companies to determine which entity is the content provider and therefore responsible for VAT
collection and reporting. Bango Germany GmbH is party to the on-going inquiry which will have an impact on other
intermediaries in the industry. Should the company be held responsible for the VAT on the sales, Bango Germany
GmbH will seek to recover the VAT from the Telcos, customers and via warranties in the sale and purchase
agreement. The Group is unable to make an assessment of the potential impact as at year end.
Both the Germany and Italian subsidiaries of Bango acquired as part of the Docomo acquisition are the subjects of
an on-going transfer pricing audit in relation to the transfer of specific technology IP from Germany to Italy and the
subsequent relationship between both parties. The Group is unable to make a fair assessment of the potential impact
as at year end. Each subsidiary has significant losses to mitigate a significant additional tax. In addition, the Group
has the option to seek to recover specific additional taxation arising from this and other acquired exposures (to a
specified limit) from the prior owner as agreed in the sales and purchase agreement.
101 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
27 (Loss) / earnings per share
(a)
Basic
Basic (loss) / earnings per share are calculated by dividing the profit attributable to equity holders of Bango Plc by
the weighted average number of ordinary shares in issue during the year.
Basic (loss) / earnings per share
(Loss) / profit for the financial year
NewHeaderRow
Weighted average number of ordinary shares in issue
Basic (loss) / earnings per share
white space
2022
$ 000
(2,140)
2021
$ 000
442
76,173,439
75,640,815
2022
2021
Basic (loss) / profit per share attributable to equity holders
(2.81) c
0.58 c
Basic adjusted earnings per share
Adjusted earnings per share is a key financial information which discloses the financial performance of the core
business for which the directors have direct control. Adjusted basic earnings per share is determined as the profit
attributable to equity holders of Bango Plc excluding the Bango Plc share of the net loss of associate for the period,
negative goodwill and exceptional items divided by the weighted average number of ordinary shares in issue during
the year.
Profit attributable to equity holders of Bango PLC:
From continuing operations
Exceptional items
Negative goodwill
Share of net loss of associates accounted for using the equity method
Profit attributable to equity holders of Bango PLC
NewHeaderRow
2022
$ 000
(2,140)
10,960
(10,203)
1,393
10
2021
$ 000
442
-
-
2,081
2,523
Weighted average number of ordinary shares in issue
76,173,439
75,640,815
102 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
27 (Loss) / earnings per share (continued)
Adjusted basic earnings per share attributable to equity holders (c)
white space
2022
0.01 c
2021
3.34 c
white space
(b)
Diluted
Diluted (loss) / earnings per share is calculated by adjusting the weighted average number of shares outstanding to
assume conversion of all dilutive potential ordinary share options.
Diluted (loss) / earnings per share
(Loss) / profit for the financial year
NewHeaderRow
2022
$ 000
(2,140)
2021
$ 000
442
Weighted average number of ordinary shares in issue
Options
76,173,439
-
75,640,815
1,579,100
Weighted average number of ordinary shares in issue (including options)
76,173,439
77,219,915
As required by IAS33 (Earnings per Share), the impact of potentially dilutive options was disregarded for the
purposes of calculating diluted loss per share in the year as the Group was loss making.
white space
2022
2021
Diluted (loss) / earnings per share attributable to equity holders (c)
(2.81) c
0.57 c
Diluted adjusted earnings per share
Diluted adjusted earnings per share is determined as the profit attributable to equity holders of Bango Plc excluding
the Bango Plc share of the net loss of associate, negative goodwill and exceptional items for the period divided by
the weighted average number of ordinary shares in issue during the year.
103 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
27 (Loss) / earnings per share (continued)
Profit attributable to equity holders of Bango PLC
white space
Weighted average number of ordinary shares in issue
Options
Weighted average number of ordinary shares in issue (including options)
white space
Diluted adjusted earnings per share
Diluted adjusted earnings per share attributable to equity holders (c)
white space
2022
$ 000
10
2021
$ 000
2,523
76,173,439
1,082,601
75,640,815
1,579,100
77,256,040
77,219,915
2022
0.01 c
2021
3.27 c
28 Financial assets and liabilities
Financial assets included in the statement of financial position relate to the following IFRS 9 categories:
Financial assets held at amortized cost
white space
Short term financial assets
Trade and other receivables
Short-term investments
Cash and cash equivalents
Total financial assets
white space
Financial liabilities measured at amortized cost
white space
Financial liabilities
Trade and other payables
Accruals
Lease liabilities
Restructuring accrual
31 December
2022
$ 000
32,244
31 December
2021
$ 000
14,657
19,546
41
12,657
32,244
5,006
945
8,706
14,657
30,440
4,611
14,110
9,989
2,642
3,699
2,289
2,217
105
-
104 Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
28 Financial assets and liabilities (continued)
Total financial liabilities
Financial liabilities amounts falling due within
One year:
Trade and other payables
Lease liabilities
Between one and five years:
Accruals
Lease liabilities
31 December
2022
$ 000
31 December
2021
$ 000
30,440
4,611
31 December
2022
$ 000
31 December
2021
$ 000
27,286
841
512
1,801
30,440
4,506
56
-
49
4,611
105 Statement of financial position of Bango PLC
As at 31 December 2022
ASSETS
Non-current assets
Investment in subsidiary
Trade and other receivables due after one year
Current assets
Trade and other receivables due within one year
Total assets
EQUITY
Capital and reserves
Share capital
Share premium account
Share-based payment reserve
Retained earnings
Total equity
LIABILITIES
Trade and other payables falling due within one year
Total liabilities
Total equity and liabilities
Note
31 Dec 2022
£’000
31 Dec 2021
£’000
V
VI
VI
IX
VII
58,038
53,359
3,453
7,685
61,491
61,044
215
215
36
36
61,706
61,080
15,266
40,592
1,673
3,635
61,166
540
540
15,203
40,306
1,673
3,827
61,009
71
71
61,706
61,080
The company has taken the exemption under section 408 of the Companies Act 2006 not to present a full income statement, but the loss
for the year for the company was £1,519,000 (2021: £563,000).
These financial statements were approved and authorized for issue by the Directors on 30 March 2023 and are signed on their behalf by:
M Garner
Director
Company registration number 05386079
The notes on pages 109 to 114 are an integral part of these Company financial statements
106 Statement of changes in equity of Bango PLC
For the year ending 31 December 2022
Balance at 1 January 2022
Exercise of share options and warrants
Share based payments
Transactions with owners
Loss for the year
Balance at 31 December 2022
Balance at 1 January 2021
Exercise of share options and warrants
Share based payments
Transactions with owners
Loss for the year
Balance at 31 December 2021
Share
capital
£ ‘000
15,203
63
-
63
-
15,266
14,942
261
-
261
-
15,203
Share
premium
account
£ ‘000
40,306
286
-
286
-
40,592
38,940
1,366
-
1,366
-
40,306
Other
reserve
£ ‘000
1,673
-
-
-
-
1,673
1,673
-
-
-
-
1,673
Retained
earnings
£ ‘000
3,827
-
1,327
1,327
(1,519)
3,635
3,254
-
1,136
1,136
(563)
3,827
Total
£ ‘000
61,009
349
1,327
1,676
(1,519)
61,166
58,809
1,627
1,136
2,763
(563)
61,009
The notes on pages 109 to 114 are an integral part of these Company financial statements
107 Cashflow statement of Bango PLC
For the year ended 31 December 2021
Loss for the year
Cash flows from operating activities
Decrease / (increase) in receivables
Increase / (decrease) in payables
Net cash used by operating activities
Cash flows used by investing activities
Purchase of Bango 22 Limited Shares
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issuance of ordinary shares
Net cash generated from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
The notes on pages 109 to 114 are an integral part of these Company financial statements
2022
£’000
2021
£’000
(1,519)
(563)
4,053
469
3,003
(3,352)
(3,352)
349
349
-
-
-
(1,051)
(12)
(1,626)
-
-
1,626
1,626
-
-
-
108 Notes to the financial statements
I. Accounting policies
Basis of accounting
The separate financial statements of Bango PLC are presented as required by the Companies Act 2006. They have been prepared under the
historical cost convention and under the basis of going concern.
Bango has prepared its Report and accounts for the year ended 31 December 2022, in accordance with UK-adopted International Accounting
Standards (“IFRS”). IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in
the process of applying the accounting policies. The main judgement in respect of the company is the carrying value of investments and
group debtors which are supported by future forecasted cashflows.
The principal accounting policies are summarized below. They have all been applied consistently throughout the year.
Investments
Fixed asset investments are shown at cost less provision for impairment. Investments are tested for impairment when events would indicate
that they might be impaired. Impairment is determined by assessing the recoverable amount of the investment. Where the recoverable
amount is less than the carrying amount, an impairment loss is recognized in profit or loss.
Associates
Associates are all entities over which the group has significant influence but not control or joint control. This is generally the case where the
group holds between 20% and 50% of the voting rights of an entity. Investments in associates are initially recognized at cost. The carrying
amount of equity-accounted investments is tested for impairment annually or when events would indicate that it might be impaired.
Impairment charges are deducted from the carrying value and recognized immediately in profit or loss.
Share based payments
Bango PLC issues equity settled share-based compensation to certain employees (including Directors) of its trading subsidiaries. Equity settled
share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-
based payment is credited to reserves on a straight-line basis over the vesting period, together with a corresponding increase in the book
value of Bango PLC’s investment in subsidiaries, based upon the estimate of the shares that will eventually vest. These estimates are
subsequently revised if there is any indication that the number of options expected to vest differs from previous estimates. Any cumulative
adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods.
Fair value is measured by an external valuer using the Black-Scholes option pricing model. The expected life used in the model has been
adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioral considerations.
Where the terms of an equity-settled transaction are modified, as a minimum an expense is recognized as if the terms had not been modified.
In addition, an expense is recognized for any increase in the value of the transaction as a result of the modification, as measured by the date
of modification, over the remaining vesting period.
Where an equity-settled transaction is cancelled, it is treated as if it had vested on the due date of the cancellation, and any expense not yet
recognized for the transaction is recognized immediately. However, if a new transaction is substituted for the cancelled transaction and
designated as a replacement transaction on the date that it is granted, the cancelled and new transactions are treated as if they were a
modification of the original transaction, as described in the previous paragraph.
Share capital
Ordinary shares are classified as equity. Equity instruments issued by Bango PLC are recorded at the proceeds received, net of direct issue
costs.
Share premium account
Share premium represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the
share issue.
Other reserve
The other reserve represents the excess over nominal value for equity shares issued as part of a business acquisition where at least 90% of
the entity is acquired and the initial present value of warrants issued over equity shares.
Retained earnings
Retained earnings include all current and prior period retained profits and share based payment reserve.
109 Notes to the financial statements
II. Directors, employees and key management personnel
Details of Directors’ remuneration and key management personnel are disclosed in notes 8 and 9 of the Group accounts. A charge of £139,220
(31 December 2021: £111,642) has been recognized within the parent company’s own figures relating to wages and salaries.
III. Auditor’s remuneration
The auditor’s remuneration for audit and non-audit services to Bango PLC was borne entirely by Bango.net Limited, a wholly owned
subsidiary.
IV. Employee benefit expenses
The employees of Bango Plc during the financial year were:
Non-executive directors
Executive directors
The aggregate payroll costs of the above of the non-executive directors are:
Wages and salaries
Social security costs
2022
No
2021
No
4
4
8
2022
£ ‘000
133
6
139
4
4
8
2021
£ ‘000
106
6
112
The employee cost of executive directors are included in the subsidiary’s records and shown in the Group accounts in note 12.
V. Investments
Cost
Investment in subsidiary undertakings at 31 December 2020
Share based payments
At 31 December 2021
Share based payments
Additions – Bango 22 Limited Group
Investment in subsidiary undertakings and associates at 31 December 2022
Fixed asset investments are shown at cost less provision for impairment.
£ ‘000
52,223
1,136
53,359
1,327
3,352
58,038
110 Notes to the financial statements
Details of subsidiary undertakings and associates at 31 December 2022 are as follows:
Country of
incorporation
Class of
share capital
held
Held by
the
company
Nature of business
Bango.net Limited 1
England & Wales
Ordinary
Bango Payments Limited 1
Bango Resale Holding Limited 1
Bango Resale Limited 1
Bango 22 Limited 1
Bango Inc 2
England & Wales
England & Wales
England & Wales
England & Wales
USA
Ordinary
Ordinary
Ordinary
Ordinary
Common
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Spain
Brazil
Nigeria
Japan
Ireland
Canada
Portugal
Australia
Ordinary
England & Wales
Austria
Australia
Brazil
Switzerland
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Bango Movil 3
Bango do Brasil Cessão de
Licenças de Programas de
Computador Ltda * 4
Bango Mobile Limited ** 5
Bango Kabushiki Kaisha 6
Bango Resale EU Limited 8
Bango Resale Limited 9
Bango Portugal Unipessoal
LDA 10
Bango Resale Australasia Pty
Ltd 11
NewDeep Limited 12
Docomo Digital Fine Trade
Gmbh 14
Bango Australia Pty Ltd 15
DD Brasil Tecnologla Ltda 16
Domoco Digital CH Finance AG
17
Buongiorno Schweiz AG 17
Switzerland
Ordinary
Bango Germany GmbH 18
Net-m 1891 Gmbh 18
Bango Ibérica S.L 19
Bango 22 Private Limited 20
Bango Italy S.r.l 21
Bango 22 Japan Inc 22
MyAlert Mexico Servicios S.A de
CV 24
Bango Singapore Pte Ltd 25
ITouch Limited 26
Bango America Inc 27
DD South Africa (PTY) Ltd 28
Docomo Digital Payment
Services AG i.L 23
Germany
Germany
Spain
India
Italy
Japan
Mexico
Republic of
Singapore
England & Wales
USA
South Africa
Liechtenstein
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100% Development, marketing and sale of
technology for mobile phone users
to purchase services for their
mobile phones
Non-trading
Holding company
Support entity in England
Support entity in England
Sales and support office for
Bango.net Limited
Support for Bango.net Limited
Non-trading
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
40%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Non-trading
Sales and support office for
Bango.net Limited
Support entity in Ireland
Support entity in Canada
Support entity in Portugal
Support entity in Australia
Holding company
Support entity in Austria
Support entity in Australia
Support entity in Brazil
Support entity in Switzerland
Support entity in Switzerland
Support entity in Germany
Support entity in Germany
Support entity in Spain
Support entity in India
Support entity in Italy
Support entity in Japan
Support entity in Mexico
Support entity in Singapore
Support entity in England
Support entity in USA
Support entity in South Africa
Support entity in Liechtenstein
*99% owned via Bango Movil and 1% owned by Bango Plc
**49% owned via Bango PLC, 51% owned by Bango.net Ltd (100% owned subsidiary of Bango PLC)
1 Botanic House, 100 Hills Road, Cambridge, CB2 1YG, United Kingdom
2 675 N. First Street, Suite 1180, San Jose, California, 95112, United States
111 Notes to the financial statements
3 Paseo de la Castellana 141, Edificio Cuzo IV, Madrid, 28046, Spain
4 1912 Av. Brigadeiro Faria Lima, Jardim Paulistano, 01451-907, Sao Paulo, Brazil
5 1 Murtala Muhammed Drive, Ikoyi, Lagos, Nigeria
6 Spline Aoyama Tokyu Building 6F, 3-1-3 Minami-Aoyama, Minato, Tokyo, 107-0062, Japan
7 Piazza della Repubblica, 14-16, Milano, 20124, Italy
8 43-49 Sir John Rogerson’s Quay, Dublin 2, Ireland
9 400 - 725 Granville Street, Vancouver, BC V7Y 1G5, Canada
10 Avenida Duque de Ávila, n.º 46, 3.º andar C, Avenidas Novas, 1050 083 Lisboa, Portugal
11 C/o Azure Group Pty Ltd Level 10 171 Clarence Street, Sydney, NSW 2000, Australia
12 2nd Floor Platinum Building, St John’s Innovation Park, Cambridge, CB4 0DS, United Kingdom
13 C/O Montech Carter Limited Partnership, Level 1 Building 5 Eastside, 15 Accent Drive, East Tamaki, 2141, NZ
14 Neubaugasse 24, 8020 Graz, Austria
15 Level 10, 171 Clarence Street, SYDNEY NSW 2000, Australia
16 Avenida das Nações Unidas, 12.495 15o andar - Brooklin Paulista São Paulo, SP, Brazil
17 Churerstrasse 35 9470 Buchs SG, Switzerland
18 Fritz-Vomfelde-Str. 18, D-40547 Düsseldorf, Germany
19 Paseo de la Castellana 81, 28046 Madrid, Spain
20 Unit No. 507, 5th Floor, Vipul Business Park, Sohna Road, Sector-48, Gurgaon- 122018, Haryana, India
21 Piazza Vetra, 17, 20123 Milano (Italia)
22 Regus Tokyo Shibuya Mark City, W22F Shibuya Mark City, 1-12-1 Dogenzaka, Shibuya-ku, Tokyo, 150-0043, Japan
23 Industriering 3 9491 Ruggell, Liechtenstein
24 AV Ejercito Nacional 769 Ios Miyana Col. Ampliacion Granada CP 11520
25 16 Raffles Quay, Hong Leong Building, Singapore (048581)
26 1 King William Street, London, EC4N 7AF
27 333 Bush St #2020, San Francisco, CA 94104, United States
28 80 Strand St, Cape Town City Centre, Cape Town, 8000, South Africa
VI. Receivables
Amounts due from Group undertakings (due after one year)
Other receivables (due within one year)
31 Dec 2022
£ ‘000
31 Dec 2021
£ ‘000
3,453
215
3,668
7,685
36
7,721
An impairment review of intercompany receivables was undertaken in line with IFRS 9 “Financial Instruments” and the required provision
was considered immaterial to recognize.
Interest in inter-company loans from the parent company to a subsidiary undertaking based in the United States and is charged at the
United States Applicable Federal Rate of interest, calculated monthly on the balance outstanding. During the year the rate has varied
between 1.30% - 4.27%.
VII. Payables
Trade payables
Accruals
31 Dec 2022
£ ‘000
31 Dec 2021
£ ‘000
395
145
540
30
41
71
112 Notes to the financial statements
VIII. Financial assets and liabilities
Financial assets included in the statement of financial position relate to the following IFRS 9 categories:
Financial assets held at amortized cost
Total financial assets
31 Dec 2022
£ ‘000
31 Dec 2021
£ ‘000
3,668
3,668
7,721
7,721
These financial assets are included in the statement of financial position within the following headings:
Current financial assets
Other receivables
Non-current financial assets
Amounts due from Group undertakings
Total financial assets
Financial liabilities held at amortized cost
Total financial liabilities
31 Dec 2022
£ ‘000
31 Dec 2021
£ ‘000
215
36
3,453
3,668
7,685
7,721
31 Dec 2022
£ ‘000
31 Dec 2021
£ ‘000
540
540
71
71
These financial liabilities are included in the statement of financial position within the following headings:
Current financial liabilities
Trade payables
Accruals
Total financial liabilities
IX. Share capital
Allotted, called up and fully paid:
Ordinary shares of 20p each in Bango PLC
As at 31 December 2020
Exercise of share options and warrants
As at 31 December 2021
Exercise of share options
As at 31 December 2022
31 Dec 2022
£ ‘000
31 Dec 2021
£ ‘000
395
145
540
30
41
71
No
74,711,268
£ ‘000
14,942
1,302,391
261
76,013,659
15,203
318,187
63
76,331,846
15,266
During the year 318,187 share options were exercised at exercise prices between 43 pence and 208 pence and a par value of 20 pence per
113 Notes to the financial statements
share. The total proceeds were £349,394 of which £63,637 was recognized as share capital and £285,757 as share premium.
During the year 2,307,500 options were granted to employees. Details of number of options granted to Directors is given in the Directors
report of the Group accounts.
At the year-end 7,355,696 options were outstanding. Further details relating to employee share options are provided in note 26 in the
Group financial statements.
X. Related party
Subsidiary
Subsidiary
Purchases
2022
£’000
2021
£ ‘000
139
136
139
136
Receivables
outstanding
31 Dec 2022
£ ‘000
Creditors
outstanding
31 Dec 2022
£’000
31 Dec 2021
£ ‘000
31 Dec 2021
£’000
3,453
7,685
3,453
7,685
-
-
-
-
114