Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as this term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer recognize that these controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of these controls will be met.
As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due to the material weakness as noted below. To address the material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared, in all material respects, in accordance with U.S. GAAP. Based on such analysis and notwithstanding the identified material weakness, management, including our Chief Executive Officer and Chief Financial Officer, believe the consolidated financial statements fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d- 15(f) under the Exchange Act) and for the assessment of the effectiveness of our internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, (iii) provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and directors, and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting as of June 30, 2023. In making this assessment, our management used the criteria established in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of the material weakness described below, our management has determined that our internal control over financial reporting was not effective as of June 30, 2023, 2022, and 2021.
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The material weakness we identified related to the following:
We did not have sufficient controls in relation to the accounting for complex non-routine transactions. Specifically, there was a design deficiency due to the lack of sufficient experienced accounting professionals to review the accounting and related financial reporting requirements for complex non-routine transactions.
This resulted in us not initially accounting for certain adjustments properly as part of our conversion from IFRS to U.S. GAAP.
Remediation Plans
As an emerging growth company, we plan to take actions to remediate the material weakness in our internal control over financial reporting. Key elements of our planned remediation efforts, include, but are not limited to, the following:
• Hiring additional personnel with the necessary expertise in technical accounting and SEC reporting matters to review the accounting and related financial reporting requirements for complex non-routine transactions.
• May engage qualified experts with specialized knowledge in relation to complex accounting matters.
Our management is committed to achieving and thereafter maintaining a strong internal control environment, and as such, will continue to evaluate and improve our disclosure controls and procedures and internal controls over financial reporting, taking additional measures as necessary to remediate the material weakness noted above.
See Item 1A. “Risk Factors—Risks Related to our Business— If we are unable to implement and maintain effective internal control over financial reporting, our results of operations and the price of our common shares could be adversely affected .”
This Form 10-K does not include an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for emerging growth companies.
Changes in Internal Control Over Financial Reporting
Except for the material weakness noted above, there were no changes in our internal controls over financial reporting as defined in Rule 13a-15(d), under the Securities Exchange Act of 1934, as amended, that occurred during the period covered by this Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
(a) Other Events
Annual Meeting of Shareholders for the Fiscal Year Ended June 30, 2023 . On September 11, 2023, the Board of Directors of the Company established December 6, 2023 at 4:00 p.m. Eastern Time as the date and time of the Company’s Annual Meeting of Shareholders for the Fiscal Year Ended June 30, 2023 (the “Fiscal Year 2023 Annual Meeting”) and set October 11, 2023 as the record date for determining shareholders who are eligible to receive notice of and vote at the Fiscal Year 2023 Annual Meeting. The Company will publish additional details regarding the exact location and matters to be voted on at the Fiscal Year 2023 Annual Meeting in the Company’s proxy statement to be filed with the SEC no later than 120 days after June 30, 2023 (the “Proxy Statement”).
Rule 14a-8 Proposals. For any proposal to be considered for inclusion in our Proxy Statement and form of proxy for submission to the shareholders at the Fiscal Year 2023 Annual Meeting, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such proposals must be received by the Company at its offices at 1717 Pennsylvania Avenue
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NW, Suite 825, Washington, D.C. 20006 no later than the close of business (5 p.m. Eastern Time) on October 9, 2023 (which the Company believes is a reasonable time before it begins to print and sent its proxy materials).
Non-Rule 14a-8 Proposals . For any proposal or director nomination to be considered at the Fiscal Year 2023 Annual Meeting, but not included in the Proxy Statement, the shareholder must give advance written notice to the Company at its offices at 1717 Pennsylvania Avenue NW, Suite 825, Washington, D.C. 20006 no later than the close of business (5 p.m. Eastern Time) on October 9, 2023, as required by SEC Rule 14a-4(c)(1) (which the Company believes is a reasonable time before it begins to print and send its proxy materials).
Universal Proxy Nominations. To comply with the universal proxy rules, if a shareholder intends to solicit proxies in support of director nominees, then our Assistant Secretary must receive proper written notice that sets forth all information required by Rule 14a-19 under the Exchange Act to the Assistant Secretary at 1717 Pennsylvania Avenue NW, Suite 825, Washington, D.C. 20006 by October 7, 2023.
Bermuda Law Proposals . In addition, Section 79 of the Companies Act provides that (i) any number of shareholders representing not less than 5% of the total voting power of the shares eligible to vote at a general meeting of shareholders, or (ii) not less than 100 shareholders may propose any resolution which may properly be moved at the Fiscal Year 2023 Annual Meeting. Upon timely receipt of notice, we shall, at the expense of such shareholder(s), give our other shareholders entitled to receive notice of the Fiscal Year 2023 Annual Meeting notice of such proposed resolution. To be timely, the proposal requiring notice of a resolution must be deposited at our registered office at least six weeks before the Fiscal Year 2023 Annual Meeting. Shareholders satisfying the criteria of Section 79 may also require us to circulate a statement in respect of any matter to come before the Fiscal Year 2023 Annual Meeting by notice deposited at our registered office in the manner provided by the Companies Act.
(c) Trading Plans
During the three months ended June 30, 2023, the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated (including by modification) a Rule 10b5-1 trading arrangement or non-Rule 10 b5-1 trading arrangement, as such terms are defined in Item 408 of Regulation S-K, as follows:
On June 9, 2023 , Mr. Bruce Dawson , the Company’s Chief Sales and Client Services Officer adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 27,000 shares of the Company’s common stock between September 15, 2023 and June 14, 2024, subject to such shares reaching certain price points.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference herein from the “Director Nominees,” “Directors Not Standing for Election,” “Board Committees,” and if applicable, “Delinquent Section 16 Reports” sections of the Proxy Statement.
See also Information about our Executive Officers in Part I of this Form 10-K.
We have adopted a code of business conduct and ethics (the “Code”) that is applicable to all directors, officers and employees, including our principal executive, financial and accounting officers and all persons performing similar functions. A copy of this Code is available on our website at www.ibex.co. We intend to disclose future amendments to certain provisions of the Code, and waivers of the Code granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver.
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ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference herein from the “Executive Compensation,” “Board Committees,” “Director Compensation,” “Risk Oversight,” and if applicable, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” sections of the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference herein from the “Executive Compensation” and “Beneficial Ownership of Securities” sections of the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference herein from the “Certain Relationships and Related Party Transactions” and “Director Independence” sections of the Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference herein from “Audit Fees and Services” and “Pre-Approval Policy” of the Proxy Statement.
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) The following are filed as a part of this Form 10-K:
1) Index to Consolidated Financial Statements and Schedule
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP, Tampa, Florida;
PCAOB ID Number 34)
Report of Independent Registered Public Accounting Firm (BDO LLP, Reading, United Kingdom;
PCAOB ID Number 1295)
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Form 10-K.
2) Financial Statement Schedules
All schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.
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3) Exhibits
See exhibits listed under Part (b) below.
(b) Exhibits:
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number Description of Document Form File Number Exhibit Filing
Date Filed or
Furnished
Herewith
3.1 Memorandum of Association
F-1 333-239821 3.1 07/29/2020
3.2 Amended and Restated Bye-laws
20-F 001-38442 1.2 10/23/2020
4.1 Description of share capital registered under Section 12 of the Exchange Act
X
10.1 Registration Rights Agreement, dated as of September 15, 2017, by and between IBEX Limited and The Resource Company International Limited
F-1 333-239821 10.1 07/10/2020
10.2 Stockholders’ Agreement, dated as of September 15, 2017, by and between IBEX Limited and The Resource Company International, Limited
F-1 333-239821 10.2 07/10/2020
10.3# Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.3 07/10/2020
10.4 First Amendment, dated May 21, 2014, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.4 07/10/2020
10.5 Second Amendment, dated October 2, 2014, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.5 07/10/2020
10.6 Third Amendment, dated February 23, 2015, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.6 07/10/2020
10.7 Fourth Amendment, dated June 19, 2015, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A..
F-1 333-239821 10.7 07/10/2020
10.8# Fifth Amendment, dated June 26, 2015, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.8 07/10/2020
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Incorporated by Reference
Exhibit
Number Description of Document Form File Number Exhibit Filing
Date Filed or
Furnished
Herewith
10.9 Sixth Amendment, dated June 30, 2015, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.9 07/10/2020
10.10 Seventh Amendment, dated November 7, 2016, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.10 07/10/2020
10.11 Eighth Amendment, dated November 18, 2016, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.11 07/10/2020
10.12 Ninth Amendment, dated January 22, 2018, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.12 07/10/2020
10.13 Tenth Amendment, dated December 1, 2018, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.13 07/10/2020
10.14 Eleventh Amendment, dated April 26, 2019, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.14 07/10/2020
10.15 Twelfth Amendment, dated May 31, 2019, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.15 07/10/2020
10.16 Thirteenth Amendment, dated April 15, 2020, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
20-F 001-38442 4.14 10/23/2020
10.17 Fourteenth Amendment, dated March 2, 2021, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and among Ibex Global Solutions, Inc., Digital Globe Services, LLC, TelSatOnline, LLC, 7 Degrees, LLC, and PNC Bank, N.A.
20-F 001-38442 4.17 10/14/2021
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Incorporated by Reference
Exhibit
Number Description of Document Form File Number Exhibit Filing
Date Filed or
Furnished
Herewith
10.18# Fifteenth Amendment, dated September 30, 2021, to the Revolving Credit and Security Agreement, dated November 8,2013, by and among Ibex Global Solutions, Inc., Digital Globe Services, LLC, TelSatOnline, LLC, 7 Degrees, LLC, iSky, LLC and PNC Bank, N.A.
20-F 001-38442 4.18 10/14/2021
10.19# Sixteenth Amendment, dated June 1, 2022 to the Revolving Credit and Security Agreement, dated November 8, 2013 by and among Ibex Global Solutions, Inc., Digital Globe Services, LLC, TelSatOnline, LLC, 7 Degrees, LLC, iSky, LLC and PNC Bank, N.A .
20-F 001-38442 4.19 10/4/2022
10.20 Amended and Restated Collateral Pledge Agreement, dated September 30, 2021, by and between Ibex Global Solutions, Inc., and PNC Bank, N.A.
20-F 001-38442 4.19 10/14/2021
10.21 Collateral Pledge Agreement, dated September 30, 2021, by and between Digital Globe Services, LLC, and PNC Bank, N.A.
20-F 001-38442 4.20 10/14/2021
10.22 Trademark Security Agreement, dated September 30, 2021, by and among Ibex Global Solutions, Inc., iSky, LLC and PNC Bank, N.A.
20-F 001-38442 4.21 10/14/2021
10.23# Second Amended and Restated Warrant, dated November 13, 2017, issued to Amazon.com NV Investment Holdings LLC (amended December 28, 2018)
F-1 333-239821 10.40 07/29/2020
10.24 First Amendment to Second Amended and Restated Warrant, dated November 13, 2017, issued to Amazon.com NV Investment Holdings LLC (amended December 17, 2019)
F-1 333-239821 10.41 07/10/2020
10.25# Second Amendment to Second Amended and Restated Warrant, dated November 13, 2017, issued to Amazon.com NV Investment Holdings LLC (amended March 12, 2021)
20-F 001-38442 10.40 10/14/2021
10.26^ IBEX Holdings Limited 2018 Restricted Share Plan
F-1 333-239821 10.35 07/10/2020
10.26.1^ Form of Restricted Share Agreement (A)
F-1 333-239821 10.36 07/10/2020
10.26.2^ Form of Restricted Share Agreement (B)
F-1 333-239821 10.37 07/10/2020
10.26.3^ IBEX Holdings Limited UK Sub-Plan of the 2018 Restricted Share Plan
F-1 333-239821 10.38 07/10/2020
10.27^ 2020 Long Term Incentive Plan, dated as of May 20, 2020
F-1 333-239821 10.39 07/10/2020
10.27.1^ I BEX Limited Amended 2020 Long-Term Incentive Plan, dated January 14, 2022
S-8 333-263228 99.1 03/02/2022
10.28^ Ibex Management Incentive Plan
X
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Incorporated by Reference
Exhibit
Number Description of Document Form File Number Exhibit Filing
Date Filed or
Furnished
Herewith
10.29^ Ibex Global Solutions (Philippines) Inc. Amended & Restated Phantom Stock Plan
X
10.29.1^ Ibex Global Solutions (Philippines) Inc. Phantom Stock Plan Form of Award Agreement
X
10.30^ Ibex Global Jamaica Limited Amended & Restated Phantom Stock Plan
X
10.30.1^ Ibex Global Jamaica Limited Phantom Stock Plan Form of Award Agreement
X
10.31^ Form of Director Agreement
F-1 333-239821 10.42 07/10/2020
10.32^ Form of Director Indemnification Agreement
F-1 333-239821 10.44 07/10/2020
10.33 Executive Employment Agreement dated April 2, 2015 by and between TRG Customer Solutions Inc. and Robert Dechant
X
10.34 Restated Executive Employment Agreement dated July 1, 2020 by and between Ibex Global Solutions Inc. and David Afdahl
X
10.35 Restated Executive Employment Agreement dated July 1, 2020 by and between Ibex Global Solutions Inc. and Julie Casteel
X
10.36 Executive Separation and Release Agreement dated March 31, 2023 by and between Ibex Global Solutions Inc. and Karl Gabel
X
16.1 Letter of BDO LLP, dated October 28, 2021, regarding a change in the registrant’s independent registered public accounting firm
8-K 001-38442 16.1 10/28/2021
21.1 List of Subsidiaries
X
23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm
X
23.2 Consent of BDO LLP, independent registered public accounting firm
X
31.1 Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act
X
31.2 Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
X
32.1 Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350
X
101.INS Inline XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
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Incorporated by Reference
Exhibit
Number Description of Document Form File Number Exhibit Filing
Date Filed or
Furnished
Herewith
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) X
_______________________
^ Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
# Certain schedules and exhibits to or portions of this Exhibit have been omitted in accordance with Item 601(a)(5)-(6) and Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of all omitted schedules to the SEC upon request.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
IBEX LIMITED
By: /s/ Robert Dechant
Name:
Robert Dechant
Title: Chief Executive Officer
(Principal Executive Officer)
Date: September 13, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Robert Dechant Chief Executive Officer and Director
Robert Dechant (Principal Executive Officer) September 13, 2023
/s/ Taylor Greenwald Chief Financial Officer
Taylor Greenwald (Principal Financial and Accounting Officer) September 13, 2023
/s/ Mohammed Khaishgi
Mohammed Khaishgi Director and Chairman of the Board September 13, 2023
/s/ Daniella Ballou-Aares
Daniella Ballou-Aares Director September 13, 2023
/s/ Fiona Beck
Fiona Beck Director September 13, 2023
/s/ John Jones
John Jones Director September 13, 2023
/s/ Shuja Keen
Shuja Keen Director September 13, 2023
/s/ Gerard Kleisterlee
Gerard Kleisterlee Director September 13, 2023
/s/ John Leone
John Leone Director September 13, 2023
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