3 unchanged sentences
PCAOB ID Number 34 )
−Removed: Report of Independent Registered Public Accounting Firm ( BDO LLP , Reading, United Kingdom ;
−Removed: PCAOB ID Number 1295 )
Consolidated B alance Sheets
6 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of IBEX Limited and subsidiaries (the "Company") as of June 30, 2023 and 2022, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows, for the years then ended, and the related notes (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheets of IBEX Limited and subsidiaries (the "Company") as of June 30, 2024 and 2023, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended June 30, 2024, and the related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
16 unchanged sentences
We have served as the Company's auditor since 2021.
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: Shareholders and Board of Directors
−Removed: Hamilton, Bermuda
−Removed: Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated statements of comprehensive income, stockholders’ equity, and cash flows for the year ended June 30, 2021, and the related notes (collectively referred to as the “consolidated financial statements”) of Ibex Limited (“the Company”).
−Removed: In our opinion, the consolidated financial statements of the Company present fairly, in all material respects, the results of its operations and its cash flows for the year ended June 30, 2021, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
−Removed: Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: We have served as the Company’s auditor from 2017 through 2021.
−Removed: Reading, United Kingdom
−Removed: September 13, 2023
IBEX LIMITED AND SUBSIDIARIES
Consolidated Balance Sheets
−Removed: (Amounts in thousands, except share amounts)
+Added: (in thousands, except share data)
2024 June 30,
33 unchanged sentences
Total liabilities 128,105 143,360
−Removed: Commitments and contingencies (Note 9)
+Added: Commitments (Note 9)
Stockholders' equity
3 unchanged sentences
Treasury stock at cost:
−Removed: 245,447 and 227,888 shares as of June 30, 2023 and June 30, 2022, respectively
+Added: 1,567,552 and 245,447 shares as of June 30, 2024 and 2023, respectively
( 25,367 ) ( 3,682 )
3 unchanged sentences
Total liabilities and stockholders' equity $ 293,904 $ 293,324
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
+Added: See accompanying notes to consolidated financial statements.
IBEX LIMITED AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
−Removed: (Amounts in thousands except for per share amounts)
+Added: (in thousands, except share data)
Year Ended June 30,
6 unchanged sentences
Income from operations 39,429 40,478 20,625
−Removed: Interest expense, net ( 152 ) ( 1,246 ) ( 1,892 )
+Added: Interest income 2,071 640 43
+Added: Interest expense ( 514 ) ( 792 ) ( 1,289 )
Income before income taxes 40,986 40,326 19,379
1 unchanged sentence
Net income $ 33,655 $ 31,582 $ 21,456
−Removed: Other comprehensive loss
+Added: Other comprehensive income / (loss)
Foreign currency translation adjustments $ ( 1,623 ) $ ( 2,234 ) $ ( 2,281 )
−Removed: Unrealized gain / (loss) on cash flow hedging instruments, net of tax 515 ( 323 ) 202
−Removed: Actuarial (loss) / gain on defined benefit plan ( 31 ) 440 137
+Added: Unrealized (loss) / gain on cash flow hedging instruments, net of tax ( 111 ) 515 ( 323 )
+Added: Actuarial gain / (loss) on defined benefit plan 133 ( 31 ) 440
Total other comprehensive loss ( 1,601 ) ( 1,750 ) ( 2,164 )
6 unchanged sentences
Diluted 18,255 18,893 18,724
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
+Added: See accompanying notes to consolidated financial statements.
IBEX LIMITED AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
−Removed: (Amounts in thousands)
+Added: (in thousands)
Common shares Treasury
5 unchanged sentences
Stockholders'
−Removed: Equity Preferred
Shares Amount Amount
Balance, June 30, 2021 18,399 $ 2 — $ 194,961 $ ( 2,398 ) $ ( 97,816 ) $ 94,749
−Removed: Dividend distribution to Series A preferred shareholder, 1 share, $ 4,000 per share
−Removed: — — — — — ( 4,000 ) ( 4,000 ) —
−Removed: Preferred share conversion upon initial public offering on August 7, 2020 12,985 2 — 10 — — 12 ( 12 )
−Removed: Shares issued through initial public offering on August 7, 2020 3,571 — — 61,912 — — 61,912 —
Net income for the period ended June 30, 2022 — — — — — 21,456 21,456
1 unchanged sentence
Changes in fair value of cash flow hedges — — — — ( 323 ) — ( 323 )
+Added: Purchase of treasury shares ( 228 ) — ( 3,406 ) — — — ( 3,406 )
Changes in defined benefit plan — — — — 440 — 440
−Removed: Issue of common shares related to option issuances 1 — — 28 — — 28 —
+Added: Issue of restricted common shares 73 — — — — — —
Provision for common stock warrants — — — 970 — — 970
+Added: Issue of common shares related to option issuances 3 — — 35 — — 35
Stock based compensation expense — — — 1,818 — — 1,818
5 unchanged sentences
Changes in defined benefit plan — — — — ( 31 ) — ( 31 )
−Removed: Issue of restricted common shares 73 — — — — — — —
+Added: Forfeiture of restricted common shares ( 72 ) — — — — — —
Provision for common stock warrants — — — 1,090 — — 1,090
7 unchanged sentences
Changes in defined benefit plan — — — — 133 — 133
−Removed: Forfeiture of restricted common shares ( 72 ) — — — — — — —
Provision for common stock warrants — — — 1,183 — — 1,183
2 unchanged sentences
Balance, June 30, 2024 17,017 $ 2 ( 25,367 ) $ 210,200 $ ( 7,913 ) $ ( 11,123 ) $ 165,799
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
+Added: See accompanying notes to consolidated financial statements.
IBEX LIMITED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
−Removed: (Amounts in thousands)
+Added: (in thousands)
2024 June 30,
6 unchanged sentences
Warrant contra revenue 1,183 1,090 970
−Removed: Deferred income tax 4,529 ( 5,170 ) ( 1,914 )
+Added: Deferred income tax provision / (benefit) 344 4,529 ( 5,170 )
Share-based compensation expense 3,765 4,606 1,851
Allowance of expected credit losses 33 295 —
−Removed: Loss / (gain) on lease terminations 251 — ( 634 )
+Added: Impairment losses 1,532 — —
+Added: Loss on lease terminations — 251 —
Gain on sale of subsidiaries — ( 246 ) —
Change in assets and liabilities:
−Removed: (Increase) / decrease in accounts receivable ( 12,297 ) ( 9,705 ) ( 13,333 )
+Added: Increase in accounts receivable ( 12,068 ) ( 12,297 ) ( 9,705 )
(Increase) / decrease in prepaid expenses and other current assets ( 7,517 ) 1,467 3,551
−Removed: Increase / (decrease) in accounts payable and accrued liabilities ( 3,753 ) 2,307 ( 4,009 )
−Removed: Increase / (decrease) in deferred revenue ( 4,797 ) 5,506 3,183
+Added: (Decrease) / increase in accounts payable and accrued liabilities ( 2,246 ) ( 3,753 ) 2,307
+Added: (Decrease) / increase in deferred revenue ( 1,919 ) ( 4,797 ) 5,506
Decrease in operating lease liabilities ( 13,528 ) ( 14,309 ) ( 12,926 )
7 unchanged sentences
Repayments of line of credit ( 291 ) ( 54,597 ) ( 99,227 )
−Removed: Proceeds from debt — — 1,714
−Removed: Repayment of related party loan — — ( 1,614 )
Repayment of debt — ( 3,795 ) ( 6,834 )
−Removed: Net proceeds from initial public offering — — 63,107
−Removed: Listing costs related to the initial public offering — — ( 1,074 )
Proceeds from the exercise of options 366 2,053 35
1 unchanged sentence
Purchase of treasury shares ( 21,556 ) ( 276 ) ( 3,406 )
−Removed: Dividend distribution — — ( 4,000 )
−Removed: Net cash (outflow) / inflow from financing activities ( 13,614 ) ( 22,133 ) 40,899
+Added: Net cash outflow from financing activities ( 21,733 ) ( 13,614 ) ( 22,133 )
Effects of exchange rate difference on cash and cash equivalents ( 21 ) ( 610 ) ( 965 )
7 unchanged sentences
Change in accounts payable related to fixed assets $ ( 548 ) $ ( 621 ) $ 1,631
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
+Added: See accompanying notes to consolidated financial statements.
IBEX LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
−Removed: (Amounts in thousands, except per share amounts)
+Added: (in thousands, except share data)
OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
8 unchanged sentences
The Company manages nearly 169 million interactions each year with consumers on behalf of clients through an omni-channel approach, using voice, web, chat and email.
−Removed: Our services cover three main areas:
−Removed: • ibex Connect:
Our Connect business lies at the core of our offerings and generates the majority of the Company’s revenue.
1 unchanged sentence
We deploy these capabilities through a true omni-channel CX model, which integrates voice, email, chat, SMS, social media and other communication applications.
−Removed: • ibex Digital:
−Removed: Our ibex Digital suite of solutions works with consumer-facing businesses to help them build, grow and scale technology-driven customer acquisition solutions, while helping drive digital transformation.
−Removed: We offer digital marketing, e-commerce technology, and platform solutions for some of the largest and fastest growing brands, helping them build new customer acquisition channels, increase acquired customers, and often do both at a reduced cost.
−Removed: Our CX business measures, monitors and manages our clients’ wholistic customer experiences.
−Removed: By offering a 360-degree CX approach, our clients can harness the power of data and customer feedback to differentiate themselves within today’s “customer expectation economy.” We enable our clients to improve retention of their customers, identify and manage service issues in real time, predict future behavior and outcomes, derive impact analysis scenarios and assign “action plans” throughout the enterprise.
+Added: In addition our ibex Digital suite of solutions works with consumer-facing businesses to help them build, grow and scale technology-driven customer acquisition solutions, while helping drive digital transformation.
+Added: We offer digital marketing, e-commerce technology, and platform solutions for our clients, helping them build new customer acquisition channels, increase acquired customers, and often do both at a reduced cost.
+Added: We also have a small suite of what we call CX services which measures, monitors and manages our clients’ holistic customer experiences.
Operating segments
−Removed: An operating segment is defined as a component of a company for which separate financial information is available and which is regularly evaluated by the chief operating decision maker (“CODM”) for the purpose of making decisions regarding resource allocation and in performance assessment.
+Added: An operating segment is defined as a component of a company for which separate financial information is available and which is regularly evaluated by the chief operating decision maker (“CODM”) for the purpose of making decisions regarding resource allocation and performance assessment.
The Company’s CODM is the chief executive officer (“CEO”).
3 unchanged sentences
Basis of presentation and principles of consolidation
−Removed: Historically, the Company qualified as a foreign private issuer and prepared its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
−Removed: Effective July 1, 2023, the Company no longer qualifies as a foreign private issuer as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act and therefore has become a domestic filer and must file this Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and in accordance with generally accepted accounting principles in the United States of America (“U.S.
−Removed: The Company’s consolidated financial statements were prepared in accordance with U.S.
−Removed: GAAP retrospectively for the fiscal years ended June 30, 2023, 2022, and 2021 and include the financial results of all wholly-owned subsidiaries.
−Removed: When the Company does not have majority ownership in an entity but exerts significant influence over that entity, the Company accounts for the entity under the equity method of accounting.
+Added: On December 31, 2022, we determined that we no longer met the criteria to remain a foreign private issuer.
+Added: Effective July 1, 2023, the Company became a domestic filer and we are required to file periodic reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, and to follow other rules as required.
+Added: The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.
+Added: GAAP”) for the fiscal years ended June 30, 2024
+Added: and 2023, and retrospectively for the fiscal year ended June 30, 2022 and include the financial results of all wholly-owned subsidiaries.
+Added: When the Company does not have majority ownership in an entity but exerts significant influence over that entity, the Company accounts for the entity under the equity method of a ccounting.
All intercompany balances and transactions have been eliminated in consolidation.
+Added: Certain prior year amounts have been reclassified to conform to the current year presentation.
Use of estimates
17 unchanged sentences
Foreign currency transaction gains and losses are recognized in selling, general and administrative expense and are based on differences between foreign exchange rates on the transaction date and on the settlement date.
+Added: Revenue recognition
+Added: The Company recognizes revenues for services for which control has transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised services.
+Added: This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied.
+Added: A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract.
+Added: The Company considers a performance obligation satisfied as it provides services to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the service.
+Added: Revenues from contact center services, which consist of customer service, technical support and other value-added outsourced back-office services, are recognized as the services are performed on the basis of the number of billable minutes or hours, contractual rates, and other contractually agreed metrics, if applicable.
+Added: Certain of our client contracts include bonus and penalty provisions.
+Added: Revenues related to training that occurs upon commencement of a new client contract or statement of work are deferred and recognized on a straight-line basis over the estimated life of the client program, as it is not considered to have a standalone value to the customer.
+Added: The related expenses are expensed as incurred.
+Added: Revenues are recognized over time as performance obligations are satisfied and in the period in which the Company has a right to invoice, net of discounts, incentives, and/or penalties as per contractual terms.
+Added: Bonuses and penalties accrue for the current billing period and do not depend on future performance.
+Added: In some cases, we may estimate these bonuses or penalties using the “most likely amount” method based on actual data and historical experience.
+Added: Revenues from digital services are recognized at a point in time upon the successful consumer activation or purchase of clients’ services.
+Added: We utilize third parties in the satisfaction of this performance obligation;
+Added: however, because we retain control over these third parties and are solely responsible for the risk and reward associated
+Added: with this performance obligation, we have determined that we are the principal in these transactions and therefore recognize revenue on a gross basis.
+Added: Revenues from CX software-as-a-service products are recognized over time based on the term of the subscription.
+Added: Set-up fees to customize the customer experience solution for client’s specific needs are deferred and recognized on a straight-line basis over the term of the subscription.
+Added: Revenues related to additional consulting services are recognized over the period as the related services are performed on a per hour basis.
+Added: All of our contracts include the right to invoice for services on a monthly basis.
+Added: None of our contracts include significant termination penalties, and generally may be terminated for convenience at any time with a short notice period (generally 30 to 120 days).
+Added: The Company generally does not incur significant upfront costs to fulfill or obtain a contract that would qualify for capitalization under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers .
Cash and cash equivalents
6 unchanged sentences
Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the statements of cash flows.
−Removed: In accordance with Accounting Standard Update (“ASU”) No.
−Removed: 2016-13, Financial Instruments - Credit Losses (Topic 326) , the Company maintains an allowance for credit losses for expected lifetime credit losses inherent in its accounts receivable portfolio.
−Removed: In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns.
−Removed: Past due balances over 90 days and over a specified amount are reviewed individually for collectability.
−Removed: Account balances
−Removed: are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
+Added: In accordance with Accounting Standards Update (“ASU”) No.
+Added: 2016-13, Financial Instruments - Credit Losses (Topic 326) , the Company estimates its credit losses using the lifetime expected credit loss model.
+Added: The allowance for credit losses is calculated quarterly based on the Company’s historical loss percentages, net of recoveries.
+Added: In addition to the evaluation of historical losses, the Company considers current and future economic conditions and events such as changes in customer credit quality and liquidity.
+Added: The Company will write-off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Concentration of credit risk
7 unchanged sentences
Other current assets and other non-current assets consist primarily of refundable security deposits, loans and advances receivable, and derivative assets.
−Removed: Property and equipment
−Removed: Property and equipment and assets leased under financing leases are carried at cost at acquisition date and are depreciated using the straight-line method over their estimated useful lives as follows:
+Added: Property and equipment, net
+Added: Property and equipment and assets leased under financing leases are carried at cost at the acquisition date and are depreciated using the straight-line method over their estimated useful lives as follows:
Property and equipment Useful economic life
5 unchanged sentences
Recoverability is assessed by a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset.
−Removed: If estimated future undiscounted net cash flows are less than the carrying value of the asset, an impairment charge is recognized to the extent its carrying value exceeds its estimated fair value.
−Removed: The Company did not identify any impairments for the years ended June 30, 2023, 2022 or 2021.
−Removed: The Company determines whether an arrangement contains a lease at inception in accordance with the provisions of Accounting Standards Codification (“ASC”) 842, Leases.
−Removed: Operating leases are included in operating lease assets and current and non-current lease liabilities, and assets leased under finance leases are included in property and equipment and current and non-current debt in the consolidated balance sheets.
+Added: If estimated future undiscounted net cash flows are less than the carrying value of the asset, an impairment loss is recognized to the extent its carrying value exceeds its estimated fair value.
+Added: During the year ended June 30, 2024, we determined that the estimated fair value for certain assets at two of our delivery locations no longer exceeded their carrying value.
+Added: The fair value of these assets was based on various assumptions including our ability to redeploy and utilize the assets at other sites.
+Added: We recognized impairment losses related to leasehold improvements, furniture & fixtures, and computer equipment of $ 1.3 million during the year ended June 30, 2024, which is included in selling, general and administrative expense in the consolidated statements of comprehensive income.
+Added: There were no impairment losses recognized during the years ended June 30, 2023 or 2022.
+Added: The Company determines whether an arrangement contains a lease at inception in accordance with the provisions of ASC 842, Leases.
+Added: Operating leases are included in operating lease assets and current and non-current operating lease liabilities, and assets leased under finance leases are included in property and equipment, net and current and long-term debt in the consolidated balance sheets.
Operating lease assets represent the Company’s right to use an underlying asset for the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease.
4 unchanged sentences
The Company has elected to combine lease and non-lease components.
−Removed: Certain of the Company’s lease agreements include rental payments that adjust periodically based on an index or rate, generally the applicable Consumer Price Index (“CPI”).
+Added: Certain of the Company’s lease agreements include rental payments that adjust periodically based on an index or rate, generally the applicable Consumer Price Index.
The operating lease liability is measured using the prevailing index or rate at the measurement date (i.e., the commencement date).
5 unchanged sentences
Interest on finance leases is included in interest expense, net, in the consolidated statements of comprehensive income.
−Removed: We apply judgment in estimating the incremental borrowing rate including considering the term of the lease, the currency in which the lease is denominated, and the impact of collateral and our credit risk on the rate.
+Added: We apply judgment in estimating the incremental borrowing rate
+Added: including considering the term of the lease, the currency in which the lease is denominated, and the impact of collateral and our credit risk on the rate.
The Company has elected the short-term lease recognition exemption for all asset classes.
Leases with a term of twelve months or less are expensed as incurred in the consolidated statements of comprehensive income as cost of services or selling, general and administrative expense as applicable.
−Removed: The Company did not have any material short-term leases for the periods presented.
For finance leases, the right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received.
1 unchanged sentence
The lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective interest method.
+Added: During the year ended June 30, 2024, we determined that the estimated fair value for one of our operating leases no longer exceeded its carrying value.
+Added: The fair value of the lease asset was based on various assumptions including market-based factors and our ability to utilize the site in the future.
+Added: We recognized an impairment loss on the operating lease asset of $ 0.3 million during the year ended June 30, 2024, which is included in selling, general and administrative expense in the consolidated statements of comprehensive income.
+Added: There were no impairment losses recognized during the years ended June 30, 2023 or 2022.
Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired.
9 unchanged sentences
The Company bases these assumptions on its historical data and experience, industry projections, and micro and macro general economic condition projections and expectations.
−Removed: No impairments were recorded during the fiscal years ended June 30, 2023, 2022 or 2021.
+Added: No impairments were recorded during the years ended June 30, 2024, 2023 or 2022.
Other intangible assets
3 unchanged sentences
The qualitative analysis will include a review of changes in economic, market and industry conditions, business strategy, and financial performance, among others, to determine if there would be a significant decline to the fair value of an indefinite-lived intangible asset.
−Removed: If a quantitative analysis is completed, an indefinite-lived intangible asset is evaluated for possible impairment by comparing the fair value of the asset with its carrying value.
+Added: If a quantitative analysis is
+Added: completed, an indefinite-lived intangible asset is evaluated for possible impairment by comparing the fair value of the asset with its carrying value.
An impairment charge is recorded if the asset’s carrying value exceeds its estimated fair value.
−Removed: No impairments were recorded during the fiscal years ended June 30, 2023, 2022 or 2021.
+Added: No impairments were recorded during the years ended June 30, 2024, 2023 or 2022.
Other intangible assets are included in other non-current assets on the consolidated balance sheets.
−Removed: The Company accounts for financial derivative instruments under ASC 815, Derivatives and Hedging (“ASC 815”).
+Added: The Company accounts for financial derivative instruments under ASC 815, Derivatives and Hedging .
The Company generally utilizes options with expirations of 12 months or less to reduce its foreign currency exposure due to exchange rate fluctuations on forecasted operating cash flows denominated in non-functional foreign currencies.
−Removed: The Company also entered into an interest rate swap to mitigate the effect of interest rate fluctuations.
In using derivative financial instruments to hedge these exposures, the Company exposes itself to counterparty credit risk.
7 unchanged sentences
Cash flows related to derivative contracts are classified within the operating section in the consolidated statements of cash flows.
−Removed: Commitments and Contingencies
+Added: Contingencies
The Company is subject to claims and lawsuits filed in the ordinary course of business.
−Removed: Although management does not believe that any such proceedings other than those noted below will have material adverse effect on its consolidated financial position, results of operations, or cash flows, no assurances to that effect can be given based on the uncertainty of litigation and demands of third parties.
+Added: Although management does not believe that any such proceedings will have material adverse effect on its consolidated financial position, results of operations, or cash flows, no assurances to that effect can be given based on the uncertainty of litigation and demands of third parties.
The Company records a liability for pending litigation and claims where losses are both probable and can be reasonably estimated.
26 unchanged sentences
Warrant to purchase common shares
−Removed: The Company accounts for a warrant to purchase its common shares as an equity instrument in accordance with the provisions of Accounting Standard Update (“ASU”) No.
−Removed: 2019-08, Compensation – Stock Compensation (Topic 718) and ASC 606, Revenue from Contracts with Customers , which requires entities to measure and classify share-based payment awards granted to a customer by applying the guidance under Topic 718, as of January 1, 2019.
+Added: The Company accounts for a warrant to purchase its common shares as an equity instrument in accordance with the provisions of ASU No.
+Added: 2019-08, Compensation – Stock Compensation (Topic 718) and ASC 606, which requires entities to measure and classify share-based payment awards granted to a customer by applying the guidance under Topic 718, as of January 1, 2019.
On the grant date, the Company measured the warrant using a Black-Scholes option pricing model.
10 unchanged sentences
In making such a determination, we consider the available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations.
+Added: The Company records valuation allowances against its deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized.
If we determine that we are able to realize our deferred tax assets in the future in excess of their net recorded amount, we will make an adjustment to the valuation allowance.
2 unchanged sentences
Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheets.
−Removed: Share repurchase plans
−Removed: The board of directors may authorize share repurchases of the Company’s common shares.
+Added: Share repurchase programs
+Added: The Company’s board of directors (the “Board”) may authorize share repurchases of the Company’s common shares.
Purchases made pursuant to these authorizations may be carried out through open market transactions, negotiated purchases or otherwise, at times and in such amounts as the Company deems appropriate.
3 unchanged sentences
When treasury shares are subsequently sold or reissued, the amount received is recognized as an increase in additional paid in capital, and any resulting surplus or deficit on the transaction is reclassified to accumulated deficit.
−Removed: See footnote 14 for more information on share repurchases.
+Added: The Board will review the repurchase program periodically and may authorize adjustment of its terms and size, and suspend or discontinue the program.
+Added: The Company has funded and expects to fund future repurchases with its existing cash balance.
+Added: The share repurchase programs do not obligate the Company to acquire any particular amount of common shares.
+Added: “Stockholders’ Equity” for more information on share repurchases.
Equity method investment
1 unchanged sentence
The Company’s consolidated net income includes the Company’s proportionate share of the net income or loss of the investee.
−Removed: The Company’s judgment regarding the level of influence over its equity method investee includes considering key factors such as the Company’s ownership interest, representation on the board of directors and participation in policy-making decisions of the investee and material intercompany transactions.
+Added: The Company’s judgment regarding the level of influence over its equity method investee includes considering key factors such as the Company’s ownership interest, representation on the Board and participation in policy-making decisions of the investee and material intercompany transactions.
The Company has elected to classify distributions from its investee based on the cumulative earnings approach.
−Removed: See footnote 17 for more information.
+Added: “Investment in Joint Venture” for more information.
+Added: Cloud Computing Software Implementation Costs
+Added: The Company incurs costs to implement cloud computing arrangements that are hosted by a third-party vendor.
+Added: In accordance with ASC 350-40, Goodwill and Other, Internal-Use Software, for cloud computing arrangements that meet the definition of a service contract, the Company capitalizes qualifying implementation costs incurred during the application development stage in other non-current assets.
+Added: Capitalized costs are primarily comprised of third-party consulting fees, direct labor, and related expenses.
+Added: Capitalization of these costs concludes once the project is substantially complete and the software is ready for the Company's intended use.
+Added: Once available for its intended use, the capitalized costs will be amortized on a straight-line basis over the term of the associated hosting arrangement including periods covered by an option to extend, and are included in selling, general and administrative expenses in the consolidated statements of comprehensive income.
+Added: Costs related to data conversion, overhead, general and administrative activities, and training are expensed as incurred.
+Added: Post-configuration training and maintenance costs are expensed as incurred.
+Added: The Company capitalized $ 3.5 million during the year ended June 30, 2024.
+Added: There were no costs capitalized during the year ended June 30, 2023 .
+Added: Other postemployment benefits
+Added: During the year ended June 30, 2024, the Company eliminated certain positions that it considered redundant and incurred approximately $ 1.6 million in severance costs, of which $ 1.4 million is recorded in selling, general and administrative expense and $ 0.2 million is recorded in cost of services in the consolidated statements of comprehensive income.
+Added: As of June 30, 2024, $ 0.8 million was accrued and is expected to be paid by July 30, 2025.
Emerging Growth Company
2 unchanged sentences
The Company has elected to use the extended transition period until we are no longer an emerging growth company or until we choose to opt out of the extended transition period affirmatively and irrevocably.
−Removed: Recently Adopted Accounting Pronouncements
−Removed: In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No.
−Removed: 2020-04, Reference Rate Reform (Topic 848):
−Removed: Facilitation of Effects of Reference Rate Reform on Financial Reporting , which provided optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.
−Removed: The amendment allows entities to elect not to apply certain modification accounting requirements to contracts affected by reference rate reform if certain criteria are met.
−Removed: An entity that makes this election would not have to remeasure the contracts at the modification date or
−Removed: reassess a previous accounting determination.
−Removed: Entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met.
−Removed: The Company adopted the new guidance during the fourth quarter of fiscal year 2022 and the adoption had no effect on the financial statements or related disclosures during the year.
+Added: Recently Issued Accounting Pronouncements
+Added: In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.
+Added: 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures, which improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
+Added: In addition, the amendments enhance interim disclosure requirements, clarify segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.
+Added: The amendments in ASU No.
+Added: 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
+Added: Early adoption is permitted.
+Added: We are currently evaluating the impact of the new guidance on the disclosures to our consolidated financial statements.
+Added: In December 2023, the FASB issued ASU No.
+Added: 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures , which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign), and (3) the income tax expense or benefit from continuing operations (separated by federal, state and foreign).
+Added: This update also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
+Added: The amendments in ASU No.
+Added: 2023-09 are effective for fiscal years beginning after December 15, 2024.
+Added: Early adoption is permitted.
+Added: We are currently evaluating the impact of the new guidance on the disclosures to our consolidated financial statements.
+Added: In March 2024, the SEC issued its final climate disclosure rules, which require the disclosure of climate-related information in annual reports and registration statements.
+Added: The rules require disclosure in the audited financial statements of certain effects of severe weather events and other natural conditions above certain financial thresholds, as well as amounts related to carbon offsets and renewable energy credits or certificates, if material.
+Added: Disclosure requirements will begin phasing in for fiscal years beginning on or after January 1, 2025.
+Added: On April 4, 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges.
+Added: We are currently evaluating the impact of the new rules on the disclosures to our consolidated financial statements.
REVENUE FROM CONTRACTS WITH CUSTOMERS
−Removed: The Company recognizes revenues for services for which control has transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised services.
−Removed: This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied.
−Removed: A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract.
−Removed: The Company considers a performance obligation satisfied as it provides services to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the service.
−Removed: Revenues from contact center services, which consist of customer service, technical support and other value-added outsourced back-office services, are recognized as the services are performed on the basis of the number of billable minutes or hours, contractual rates, and other contractually agreed metrics, if applicable.
−Removed: Certain of our client contracts include bonus and penalty provisions.
−Removed: Revenues related to training that occurs upon commencement of a new client contract or statement of work are deferred and recognized on a straight-line basis over the estimated life of the client program, as it is not considered to have a standalone value to the customer.
−Removed: The related expenses are expensed as incurred.
−Removed: Revenues are recognized over time as performance obligations are satisfied and in the period in which the Company has a right to invoice, net of discounts, incentives, and/or penalties as per contractual terms.
−Removed: Bonuses and penalties accrue for the current billing period and do not depend on future performance.
−Removed: In some cases, we may estimate these bonuses or penalties using the “most likely amount” method based on actual data and historical experience.
−Removed: Revenues from digital services are recognized at a point in time upon the successful consumer activation or purchase of clients’ services.
−Removed: We utilize third parties in the satisfaction of this performance obligation;
−Removed: however, because we retain control over these third parties and are solely responsible for the risk and reward associated with this performance obligation, we have determined that we are the principal in these transactions and therefore recognize revenue on a gross basis.
−Removed: Revenues from CX software-as-a-service products are recognized over time based on the term of the subscription.
−Removed: Set-up fees to customize the customer experience solution for client’s specific needs are deferred and recognized on a straight-line basis over the term of the subscription.
−Removed: Revenues related to additional consulting services are recognized over the period as the related services are performed on a per hour basis.
−Removed: All of our contracts include the right to invoice for services on a monthly basis.
−Removed: None of our contracts include significant termination penalties, and generally may be terminated for convenience at any time with a short notice period (generally 30 to 120 days).
−Removed: The Company generally does not incur significant upfront costs to fulfill or obtain a contract that would qualify for capitalization under ASC 606.
−Removed: Disaggregation of Revenue
−Removed: The majority of the Company’s revenues are derived from contracts with customers who are located in the United States.
−Removed: However, the Company delivers most of its services from geographies outside of the United
−Removed: Our global delivery model is built on regional customer experience delivery centers and includes a unique ability to support work-at-home capabilities in any region.
−Removed: The Company generates approximately 97 % of its revenue from clients based in the United States of America.
+Added: The majority of the Company’s revenues are derived from contracts with customers who are located in the United States of America (the “United States” or “U.S.”).
+Added: However, the Company delivers most of its services from regional customer experience delivery centers that are located in geographies outside of the United States.
+Added: Our global delivery model is built on regional customer experience delivery centers and includes a unique ability to support work-at-home capabilities in any region that we currently operate.
+Added: The Company generated its revenue from clients based in the United States and other countries as below:
+Added: ($000s) June 30,
2024 June 30,
1 unchanged sentence
United States $ 493,015 $ 509,170 $ 476,092
−Removed: Others 13,948 16,759 14,831
+Added: Other countries 15,554 13,948 16,759
Total $ 508,569 $ 523,118 $ 492,851
The following table presents the breakdown of the Company’s revenues by geographical location, based on where the services are provided for the years ended:
+Added: ($000s) June 30,
2024 June 30,
5 unchanged sentences
The following table presents the breakdown of the Company’s revenue by pattern of revenue recognition for the years ended:
+Added: ($000s) June 30,
2024 June 30,
5 unchanged sentences
The movement in the deferred revenue is as follows:
+Added: ($000s) June 30,
2024 June 30,
−Removed: Opening balance $ 12,593 $ 7,087
−Removed: Revenue recognized during the year ( 11,329 ) ( 5,592 )
−Removed: Revenue deferred during the year 6,532 11,098
−Removed: Closing balance $ 7,796 $ 12,593
−Removed: ACCOUNTS RECEIVABLE AND SIGNIFICANT CLIENTS
+Added: Beginning balance $ 7,796 $ 12,593
+Added: Revenue recognized ( 8,509 ) ( 11,329 )
+Added: Revenue deferred 6,590 6,532
+Added: Ending balance $ 5,877 $ 7,796
+Added: ACCOUNTS RECEIVABLE AND SIGNIFICANT CLIENT
Accounts receivable, net in the accompanying consolidated balance sheets consists of the following:
+Added: ($000s) June 30,
2024 June 30,
2 unchanged sentences
Accounts receivable, net $ 98,366 $ 86,364
−Removed: The Company estimates its expected credit losses using the lifetime expected credit loss model.
−Removed: The allowance for credit losses is calculated quarterly based on the Company’s historical loss percentages (net of recoveries).
−Removed: In addition to the evaluation of historical losses, the Company considers current and future economic conditions and events such as changes in customer credit quality and liquidity.
−Removed: The Company will write-off accounts receivable against the allowance when it determines a balance is uncollectible, and wrote-off $ 1.4 million for the year ended June 30, 2023.
−Removed: Write-offs for the two fiscal years ended June 30, 2022 and 2021 were not material.
+Added: The Company will write-off accounts receivable against the allowance when it determines a balance is uncollectible, and wrote-off $ 0.1 million and $ 1.4 million for the years ended June 30, 2024 and 2023, respectively.
+Added: Write-offs for the fiscal year ended June 30, 2022 were not material.
Activity in the Company’s allowance for credit losses consists of the following:
+Added: ($000s) June 30,
2024 June 30,
−Removed: Balance, beginning of year $ 1,290 $ 2,301
+Added: Beginning balance $ 120 $ 1,290
Provision for credit losses 93 321
2 unchanged sentences
Effect of foreign exchange 6 ( 55 )
−Removed: Balance, end of year $ 120 $ 1,290
−Removed: Significant Clients
−Removed: The Company has one client in excess of 10% of total revenue for the years ended June 30, 2023 and June 30, 2022, and three clients in excess of 10% of total revenue for the year ended June 30, 2021.
−Removed: The revenue from our top three clients as a percentage of total revenue is as follows:
−Removed: Year ended June 30,
−Removed: 2023 2022 2021
−Removed: Client 1 13 % 12 % 12 %
−Removed: Client 2 7 % 8 % 12 %
−Removed: Client 3 7 % 7 % 11 %
−Removed: Amounts receivable from these clients is as follows:
−Removed: Year ended June 30,
−Removed: Client 1 $ 5,968 $ 9,966
−Removed: Client 2 $ 13,807 $ 5,725
−Removed: Client 3 $ 6,405 $ 4,369
+Added: Ending balance $ 72 $ 120
+Added: Significant Client
+Added: During the years ended June 30, 2024 and 2023, the Company had one client that contributed approximately 12 % of total revenue, respectively.
+Added: As of June 30, 2024 and 2023, the accounts receivable from this client was $ 13.6 million and $ 6.0 million, respectively.
To limit the Company’s credit risk with its clients, management regularly monitors the aging of customer receivables, maintains allowances for credit losses and may require prepayment for services from certain clients.
2 unchanged sentences
Property and equipment consists of the following:
+Added: ($000s) June 30,
2024 June 30,
8 unchanged sentences
Property and equipment, net $ 29,862 $ 41,151
−Removed: The following table presents the Company’s total property and equipment by geographic location:
+Added: The following table presents the Company’s total property and equipment, net by geographic location:
+Added: ($000s) June 30,
2024 June 30,
−Removed: USA $ 10,751 $ 10,476
+Added: United States $ 5,920 $ 10,751
Philippines 5,667 9,117
6 unchanged sentences
The Company has operating lease obligations primarily for our delivery centers and finance lease obligations primarily for vehicles and other equipment.
−Removed: Leases typically have initial terms of two to thirteen years , and may include renewal options if the Company is reasonably certain to exercise such options.
+Added: Leases typically have initial terms of two to fifteen years , and may include renewal options if the Company is reasonably certain to exercise such options.
The components of lease cost are as follows:
+Added: ($000s) June 30,
2024 June 30,
3 unchanged sentences
Variable lease cost 2,949 4,127 4,207
+Added: Short-term lease cost 211 — —
Total operating lease cost $ 22,913 $ 25,741 $ 25,649
4 unchanged sentences
The following table presents supplemental balance sheet information related to leases:
+Added: ($000s) June 30,
2024 June 30,
8 unchanged sentences
The following table presents supplemental cash flow information related to leases:
+Added: ($000s) June 30,
2024 June 30,
4 unchanged sentences
The following table presents supplemental noncash information related to leases:
+Added: ($000s) June 30,
2024 June 30,
2 unchanged sentences
Finance leases $ 1,040 $ 881
+Added: Reduction due to reassessment of lease renewal options
+Added: Right-of-use assets $ ( 3,656 ) $ —
+Added: Operating lease liabilities $ ( 3,689 ) $ —
2024 June 30,
6 unchanged sentences
The following table presents the maturities of our lease liabilities as of June 30, 2024:
−Removed: Year Ending June 30 Operating
+Added: ($000s) Operating
Leases Finance
14 unchanged sentences
During the years ended June 30, 2024 and 2023, the Company performed a qualitative assessment and determined that no impairment was necessary.
−Removed: Cash flow hedges
−Removed: Interest rate swap
−Removed: In March 2020, the Company entered into a $ 15 million notional floating to fixed interest-rate swap to hedge the interest rate risk on the first $ 15 million of the balance outstanding under our three-year $ 35.0 million revolving credit facility (as amended, the “PNC Credit Facility”) with PNC Bank, N.A.
−Removed: At the time the hedge was executed, all critical terms matched between the hedge and the hedged item.
−Removed: Hedge effectiveness was assessed prospectively at inception, and on an ongoing basis by confirming that the critical terms continue to match.
−Removed: For the year ended June 30, 2023 there was no hedge ineffectiveness.
−Removed: For the year ended June 30, 2022, due to a decline in the line of credit balance, the Company recorded $ 0.05 million of hedge ineffectiveness, which is included in interest expense, net.
−Removed: For the year ended June 30, 2021 there was no hedge ineffectiveness.
−Removed: The hedge expired by its terms in March 2023 and was not replaced.
−Removed: The Company has elected the optional expedients under ASC 848, which allows companies to continue applying hedge accounting, without de-designation, when one or more critical terms of the hedging relationship change, or is expected to change, due to reference rate reform.
−Removed: Effective June 1, 2022, the hedged debt index was changed from LIBOR to SOFR and the hedge documentation was updated to reflect this change on the effective date.
−Removed: The swap was not amended and the Company continued to apply hedge accounting.
−Removed: The fair value of the interest rate swap is recorded in other current assets in the consolidated balance sheets as of June 30, 2023 and 2022:
−Removed: Maturity Date USD
−Removed: Notional Floating rate
−Removed: receivable Fixed rate
−Removed: payable Fair value
−Removed: (liability) / asset
−Removed: Interest rate swap
−Removed: March 26, 2023 $ 15,000 1M USD-SOFR 1.43 %
−Removed: Fair value as of June 30, 2022 $ 170
−Removed: Fair value as of June 30, 2023 $ —
Foreign exchange contracts
−Removed: During the two years ended June 30, 2023 and 2022, the Company entered into foreign currency exchange contracts, consisting of offsetting foreign exchange option contracts (“collars”), to mitigate foreign exchange fluctuations on the Philippine Peso (“PHP”) within a certain range and on a certain percentage of its PHP operating costs.
−Removed: The collars were designated as cash flow hedges upon inception, in accordance with ASC 815, in order to match the financial results of the hedges with the forecasted transactions.
+Added: From time to time, the Company enters into foreign currency exchange contracts, consisting of offsetting foreign exchange option contracts (“collars”), to mitigate foreign exchange fluctuations on the Philippine Peso (“PHP”) within a certain range and on a certain percentage of its PHP operating costs.
+Added: The collars are designated as cash flow hedges upon inception, in accordance with ASC 815, in order to match the financial results of the hedges with the forecasted transactions.
These contracts cover periods commensurate with the expected exposure, generally three to twelve months .
−Removed: We execute our contracts with our primary banking partner, PNC.
−Removed: The Company has not experienced and does not anticipate experiencing any issues related to derivative counterparty defaults.
+Added: We execute our contracts with our primary banking partner, PNC Bank, National Association (“PNC”).
+Added: The Company has not experienced any material issues related to derivative counterparty defaults.
The following table shows the notional amount and fair value of our foreign exchange cash flow hedging instruments as of June 30, 2024 and 2023:
2 unchanged sentences
currency rate Notional
−Removed: amount Fair Value
+Added: ($000s) Fair Value
Foreign currency option contracts - liabilities
−Removed: July 6, 2023 through June 21, 2024 PHP 52.50 - 57.90
+Added: July 8, 2024 through December 19, 2024 PHP 54.00 - 57.50
Fair value as of June 30, 2023 100
Fair value as of June 30, 2024 335
−Removed: The fair value of the collars are included in accounts payable and accrued liabilities in the consolidated balance sheets.
+Added: The fair value of the collars is included in accounts payable and accrued liabilities in the consolidated balance sheets.
Changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognized in AOCI.
−Removed: Amounts previously recognized in AOCI are reclassified to expense in the periods in which the hedged expenses occur.
−Removed: During the years ended June 30, 2023 and 2022, the Company reclassified a loss of $ 1.2 million and $ 0.3 million, respectively, related to its collars in cost of services.
−Removed: The table below summarizes the aggregate unrealized net gain or loss in AOCI for the three years ended June 30:
−Removed: 2023 June 30,
−Removed: 2022 June 30,
−Removed: Aggregate unrealized net loss at beginning of period $ 857 $ 316 $ 518
−Removed: Net loss / (gain) from change in fair value of cash flow hedges 524 860 ( 202 )
−Removed: Net loss reclassified to earnings from effective hedges ( 1,201 ) ( 319 ) —
−Removed: Aggregate unrealized net loss at end of period $ 180 $ 857 $ 316
+Added: Amounts previously recognized in AOCI are reclassified to cost of services in the periods in which the hedged expenses occur.
+Added: Refer to Note 14.
+Added: "Stockholders' Equity" for further details on the change in fair value of our cash flow hedges and the net gain or loss reclassified to earnings from effective hedges during the years ended June 30, 2024, 2023 and 2022.
Debt consists of the following:
+Added: ($000s) June 30,
2024 June 30,
−Removed: Revolving credit facility $ 52 $ 11,202
−Removed: Demand loans — 1,626
−Removed: Notes payable — 1,851
+Added: PNC Credit Facility $ — $ 52
Finance leases 1,527 961
1 unchanged sentence
Current maturities of long-term debt and finance leases ( 660 ) ( 413 )
−Removed: Total long-term debt, net $ 600 $ 661
−Removed: Revolving credit facilities
+Added: Total long-term debt $ 867 $ 600
+Added: Revolving credit facility
PNC Credit Facility
4 unchanged sentences
In September 2021, the PNC Credit Facility was amended to join its wholly owned subsidiary, iSky, LLC as a borrower.
−Removed: In June 2022, the PNC Credit Facility was amended to increase the maximum revolving advance amount to $ 80 million, with the ability to request increases, up to a maximum revolving advance amount of $ 95 million (contingent upon lender approval), change the reference rate used from LIBOR to Term SOFR and extend the maturity date to May 2026.
+Added: In June 2022, the PNC Credit Facility was amended to increase the maximum revolving advance amount to $ 80 million, with the ability to request increases, up to a maximum revolving advance amount of $ 95 million (contingent upon lender approval), change the reference rate used from LIBOR to Term Secured Overnight Financing Rate (“SOFR”) and extend the maturity date to May 2026.
+Added: In May 2024, the Company's subsidiaries, Ibex Global Solutions, Inc., Digital Globe Services, LLC, TelSatOnline, LLC, 7 Degrees, LLC, and iSky, LLC (collectively, the "Borrowers") entered into the Seventeenth Amendment to the PNC Credit Facility (the "Amendment") with PNC.
+Added: The Amendment provides PNC's consent to the assignment of certain customer contracts (the "Contract Assignments") by the Borrowers to the Company's subsidiary, Ibex Global FZ-LLC, provided that (i) the contract revenues associated with such Contract Assignments, upon the effectiveness of such Contract Assignments, shall not in the aggregate be greater than $ 175 million and (ii) the Borrowers comply with additional reporting requirements to PNC.
Borrowings under the PNC Credit Facility bear interest at SOFR plus a margin of 1.75 % and/or negative 0.5 % of the PNC Commercial Lending Rate for domestic loans.
The PNC Credit Facility also requires a commitment fee of 0.25 % per annum of undrawn commitments to be paid quarterly in arrears.
−Removed: The PNC Credit Facility is guaranteed by IBEX Global Limited and secured by substantially all the assets of Ibex Global Solutions, Inc.
−Removed: and its wholly owned subsidiaries mentioned above.
−Removed: The line of credit balance as of June 30, 2023 and 2022 is $ 0.1 million and $ 11.2 million, respectively.
−Removed: As of June 30, 2023, the Company had $ 71.9 million of borrowing available based on eligible collateral.
−Removed: The PNC Credit Facility contains certain financial, operating, and other covenants, including, among other things, covenants restricting additional borrowings, pay dividends and make certain investments.
+Added: The PNC Credit Facility is guaranteed by IBEX Global Limited and secured by substantially all the assets of the Borrowers.
+Added: As of June 30, 2024, the Company had $ 79.0 million of borrowing available under the PNC Credit Facility based on eligible collateral.
+Added: The PNC Credit Facility contains certain financial, operating, and other covenants, including, among other things, covenants restricting additional borrowings, paying any dividends and making certain investments.
The Company was in compliance with all debt covenants as of June 30, 2024.
−Removed: Notes payable
−Removed: During fiscal year 2022, the Company has financed $ 1.0 million related to the purchase of various property and equipment at interest rates ranging from 5.4 % to 9.76 % per annum.
−Removed: As of June 30, 2023 and 2022, the balance of the notes were zero and $ 0.2 million, respectively.
−Removed: In fiscal year 2022, the Company financed its insurance policies at interest rates ranging from 4.6 % to 5 % per annum.
−Removed: As of June 30, 2023 and 2022, the balance of the notes were zero and $ 1.7 million, respectively.
−Removed: In January 2018, the Company’s subsidiary IBEX Global Jamaica Limited entered into a $ 1.4 million non-revolving demand loan with First Global Bank Limited.
−Removed: As of June 30, 2023 and 2022 the balance of the loan was zero and $ 0.2 million, respectively.
−Removed: In November 2018, the Company’s subsidiary IBEX Global Jamaica Limited entered into a $ 1.2 million non-revolving demand loan with First Global Bank Limited.
−Removed: As of June 30, 2023 and 2022, the balance of the loan was zero and $ 0.4 million, respectively.
−Removed: In October 2019, the Company’s subsidiary, IBEX Global Jamaica Limited, entered into a $ 0.8 million non- revolving demand loan with First Global Bank Limited.
−Removed: As of June 30, 2023 and 2022, the balance of the loan was zero and $ 0.1 million, respectively.
−Removed: In March 2020, the Company’s subsidiary, IBEX Global Jamaica Limited, entered into a $ 0.6 million non-revolving demand loan and a $ 2.0 million non-revolving demand loan with First Global Bank Limited.
−Removed: As of June 30, 2023 and 2022, the balance of the $ 0.6 million non-revolving demand loan was zero and $ 0.2 million, respectively.
−Removed: As of June 30, 2023 and 2022, the balance of the $ 2 million non-revolving demand loan was zero and $ 0.7 million, respectively.
−Removed: In May 2020, the Company’s subsidiary, IBEX Global Solutions (Pvt) Limited entered into a loan agreement with JS Bank Limited for a loan of $ 1.0 million (PKR 165 million) under a government initiated wage and salary loan fund.
−Removed: The loan bears 3 % interest per annum with a two year term.
−Removed: Repayment of the loan commenced in January 2021, and was paid in full in December 2022.
−Removed: As of June 30, 2023 and 2022, the balance of the loan was zero and $ 0.2 million, respectively.
−Removed: In May 2020, the Company’s subsidiary, Virtual World (Pvt) Limited entered into a loan agreement with JS Bank Limited for a loan of $ 0.8 million (PKR 120 million) under a government initiated wage and salary loan fund.
−Removed: The loan bears 3 % interest per annum with a two year term.
−Removed: Repayment of the loan commenced in January 2021, was paid in full in December 2022.
−Removed: As of June 30, 2023 and 2022, the balance of the loan was zero and $ 0.1 million, respectively.
−Removed: Total interest expense of $ 0.2 million, $ 1.2 million, and $ 1.9 million has been recognized in the consolidated statements of comprehensive income for the years ended June 30, 2023, 2022, and 2021, respectively.
−Removed: CONTINGENCIES AND COMMITMENTS
−Removed: The Company is subject to claims and lawsuits filed in the ordinary course of business.
−Removed: Although management does not believe that any such proceedings other than those noted below will have material adverse effect on its consolidated financial position, results of operations, or cash flows, no assurances to that effect can be given based on the uncertainty of litigation and demands of third parties.
−Removed: The Company records a liability for pending litigation and claims where losses are both probable and can be reasonably estimated.
−Removed: Legal proceedings
−Removed: In March 2022, a class action lawsuit was filed against the Company in the United States District Court for the District of Columbia alleging plaintiffs’ personal information was exposed as a result of the August 2020 ransomware incident.
−Removed: In July 2022, the parties reached a preliminary settlement.
−Removed: In March 2023, the Court granted final approval of the settlement, with a deadline for class members to submit claims to the Settlement Administrator ending March 20, 2023.
−Removed: As of June 30, 2023, there have been no objections or opt-outs received and the period to submit same has expired.
−Removed: The settlement was fully covered and paid by available insurance.
−Removed: Indemnification
−Removed: In addition, in the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify clients, vendors and other business partners with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, cybersecurity breach, services to be provided by us or from intellectual property infringement claims made by third parties.
−Removed: Historically, we have not experienced significant losses on these types of indemnification obligations.
−Removed: Purchase obligations
As of June 30, 2024, the Company is party to non-cancelable purchase obligations that mainly relate to long term telecommunications contracts and enterprise cloud solutions for the continuing operation of our business.
1 unchanged sentence
On November 13, 2017, and as subsequently amended, the Company issued to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon.com, Inc.
−Removed: (“Amazon”), a 10-year warrant to acquire approximately 1,674,017 common shares, representing 10.0 % of our equity on a fully diluted basis.
+Added: (“Amazon”), a 10-year warrant to acquire approximately 1,674,017 common shares (the "warrant shares"), representing 10.0 % of our equity on a fully diluted basis at the time of the warrant’s issuance.
The warrant is exercisable at a price per share of $ 9.42 .
3 unchanged sentences
The Company determined the grant date fair value of the warrant using the Black-Scholes option pricing model.
−Removed: The warrant shares vest on the satisfaction of specified milestones tied to Amazon’s purchase of services from the Company during a seven-and-a-half-year period ending on June 30, 2024.
+Added: The warrant shares vest on the satisfaction of specified milestones tied to Amazon’s purchase of services from the Company during a seven-and-a-half-year period ended on June 30, 2024.
The vesting is partially accelerated in the event of a reorganization transaction (as defined in the warrant).
1 unchanged sentence
Amazon may not transfer the warrant except to a wholly-owned subsidiary of Amazon.
−Removed: As of June 30, 2023 and 2022, 1,004,410 and 669,607 warrants were vested, respectively.
−Removed: To date, no warrants have been exercised, expired or been cancelled.
+Added: As of June 30, 2024 and 2023, 1,171,812 and 1,004,410 warrant shares were vested, respectively.
+Added: To date, the warrant has not been exercised, expired or cancelled.
The Company recorded contra revenue of approximately $ 1.2 million, $ 1.1 million, and $ 1.0 million during the years ended June 30, 2024, 2023, and 2022, respectively.
SHARE BASED COMPENSATION
−Removed: Share-based compensation expense
The following tables summarize the components of share-based compensation expense recognized in the Company’s consolidated statements of comprehensive income, both by line item and by plan:
7 unchanged sentences
Phantom Stock Plans $ ( 152 ) $ 800 $ 33
−Removed: 2018 Restricted Stock Award Plan $ ( 7 ) $ 6 $ 885
+Added: 2018 Restricted Share Plan — ( 7 ) 6
2020 Long Term Incentive Plan 3,917 3,813 1,812
4 unchanged sentences
The maximum number of phantom stock options available for issuance under the Phantom Stock Plans is 600,000 .
−Removed: The Phantom Stock Plans shall continue until the earlier of June 30, 2025 or termination by the Company’s board of directors pursuant to the terms of the plans.
+Added: The Phantom Stock Plans shall continue until the earlier of June 30, 2025 or termination by the Company’s Board pursuant to the terms of the plans.
The following table summarizes the phantom stock option activity for the year ended June 30, 2024:
8 unchanged sentences
Vested and exercisable as of June 30, 2024 147,459 $ 20.89 6.84 $ 83
−Removed: The weighted average fair value of the phantom stock options for the years ended June 30, 2023, 2022, and 2021 is $ 8.33 , $ 5.59 , and $ 13.84 respectively.
−Removed: The total pre-tax intrinsic value of the options exercised during the years ended June 30, 2023, 2022, and 2021 was $ 8.85 , $ 9.52 , and $ 14.76 , respectively.
−Removed: The liability for outstanding phantom stock options as of June 30, 2023 and 2022 was $ 1.2 million a nd $ 1.0 million and is included in other liabilities and non-current liabilities in the consolidated balance sheets, as applicable.
−Removed: As of June 30, 2023, the unrecognized compensation expense associated with the phantom stock plan is $ 0.6 million and it will be recognized ov er 47 months fro m the end of June 30, 2023.
+Added: The weighted average fair value of the phantom stock options outstanding as of June 30, 2024, 2023, and 2022 was $ 5.71 , $ 8.33 , and $ 5.59 respectively.
+Added: The total pre-tax intrinsic value of the options exercised during the years ended June 30, 2024, 2023, and 2022 was $ 0.0 million, $ 0.6 million , and $ 0.2 million , respectively.
+Added: The liability for outstanding phantom stock options as of June 30, 2024 and 2023 was $ 1.0 million a nd $ 1.2 million, respectively, and is included in accrued liabilities and other non-current liabilities in the consolidated balance sheets.
Phantom stock option awards vest based on service conditions.
−Removed: The Company has elected to use the Black-Scholes valuation to calculate the fair value of Phantom stock options.
−Removed: The Black-Scholes valuation model requires the use of certain estimates and assumptions that affect the fair value of options in the consolidated statement of profit or loss.
−Removed: These include the price per share, expected term, expected volatility, expected dividends and the risk-free interest rate.
+Added: The Company has elected to use the Black-Scholes model to calculate the fair value of Phantom stock options.
+Added: The Black-Scholes model requires the use of certain estimates and assumptions that affect the fair value of options in the consolidated statement of profit or loss.
+Added: These include the price per share, expected term, expected volatility, expected dividend yield and the risk-free interest rate.
2024 June 30,
3 unchanged sentences
1.40 - 5.66 years
−Removed: Volatility 33.41 % - 36.33 %
+Added: Expected volatility 36.12 % - 37.87 %
33.41 % - 36.33 %
11 unchanged sentences
Based on the U.S.
−Removed: Treasury yield curve in effect at the time of grant.
+Added: Treasury yield curve in effect at the date of valuation.
• Expected term:
Estimated based on the simplified method as we do not have adequate historical data.
+Added: As of June 30, 2024, the unrecognized compensation expense associated with the phantom stock plans is $ 0.5 million, which will be recognized over the remaining weighted average vesting period of 3.54 years using a graded vesting model .
2018 Restricted Share Plan
−Removed: On December 21, 2018, our board of directors and shareholders approved and adopted the Company’s 2018 Restricted Share Plan (the “2018 RSA Plan”).
−Removed: As of May 20, 2020, the Company will not issue further shares under this 2018 RSA plan and the remaining shares of 707,535 were transferred to the 2020 Long Term Incentive Plan.
+Added: On December 21, 2018, our Board and shareholders approved and adopted the Company’s 2018 Restricted Share Plan (the “2018 RSA Plan”).
+Added: As of May 20, 2020, the Company will not issue further shares under the 2018 RSA Plan and the remaining shares of 707,535 were transferred to the 2020 Long Term Incentive Plan.
Executive Leadership Team awards
−Removed: Performance-based restricted stock awards (“RSA”) were granted to executive leadership team employees and vested based on certain performance criteria, which have all been met, in addition to service conditions.
+Added: Performance-based restricted stock awards (“RSA”) were granted under the 2018 RSA Plan to executive leadership team employees and vested based on certain performance criteria, which have all been met, in addition to service conditions.
A summary of the unvested RSAs is as follows:
5 unchanged sentences
2020 Long Term Incentive Plan
−Removed: On May 20, 2020, our board of directors and shareholders approved and adopted the Company’s 2020 Long Term Incentive Plan, with an amendment and restatement effective January 14, 2022 (the “2020 LTIP”).
+Added: On May 20, 2020, our Board and shareholders approved and adopted the Company’s 2020 Long Term Incentive Plan, with an amendment and restatement effective January 14, 2022 (the “2020 LTIP”).
The number of common shares that we may issue with respect to awards granted under the 2020 LTIP will not exceed an aggregate of 1,987,326 shares.
−Removed: The 2020 LTIP provides for grants of stock options and stock awards.
+Added: The 2020 LTIP provides for grants of stock options and restricted stock units.
Stock options
−Removed: The Company granted stock options to new and existing employees and members of the board of directors over the last three fiscal years.
+Added: The Company granted stock options to new and existing employees and members of the Board over the last four fiscal years.
These awards are subject to service-based, and in some cases, performance- and market-based vesting conditions and generally vest in monthly, quarterly, or annual installments over two to four years .
−Removed: The term of the option awards is ten years .
+Added: The stock options typically expire ten years after they are granted.
The following table summarizes the stock option activity for the year ended June 30, 2024:
9 unchanged sentences
The weighted-average grant-date fair value of options granted during the years ended June 30, 2024, 2023, and 2022 was $ 6.70 , $ 10.37 , and $ 6.04 , respectively.
−Removed: The total pre-tax intrinsic value of the options exercised during the year ended June 30, 2023, 2022, and 2021 was $ 8.15 , $ 4.08 , and $ 3.65 , respectively.
−Removed: We use the Black-Scholes model to determine the fair value of stock options with either solely service conditions or a combination of service and performance conditions.
−Removed: The grant date fair value of the stock options was estimated using the following assumptions:
+Added: The total pre-tax intrinsic value of the options exercised during the years ended June 30, 2024, 2023, and 2022 was $ 0.1 million, $ 1.0 million, and $ 0.0 million , respectively.
+Added: We use the Black-Scholes model to determine the grant-date fair value of the stock options, which was estimated using the following assumptions:
2024 June 30,
2 unchanged sentences
6.08 - 7.00 years
−Removed: 5.30 - 10.00 years
−Removed: Volatility 32.89 % - 33.39 %
+Added: Expected volatility 35.49 % - 35.87 %
32.89 % - 33.39 %
14 unchanged sentences
Estimated based on the simplified method as we do not have adequate historical data.
−Removed: Restricted stock awards/units (RSU)
−Removed: The Company granted restricted stock awards in fiscal year 2022 (“RSU”) which vest based on service conditions over four years .
−Removed: The Company also granted restricted stock awards in fiscal year 2021 to the Chief Executive Officer and members of the board of directors which either vest immediately or over two years .
−Removed: Performance-based restricted stock units (PRSU)
−Removed: The Company granted restricted stock units that were subject to service and performance conditions in fiscal years 2022 and 2021.
−Removed: Performance triggers were based on revenue or EBITDA targets.
−Removed: If such targets are met, awards begin vesting on a three-year schedule, or, in some cases, vest immediately.
+Added: Restricted stock units
+Added: The Company granted restricted stock units (“RSU”) over the last three fiscal years, which vest based on service conditions over four years .
+Added: The Company granted restricted stock units that are subject to service and performance conditions over the last three fiscal years, which are referred to as performance-based restricted stock units (“PRSU”).
+Added: Performance triggers are based on revenue or EBITDA targets.
+Added: If such targets are met, awards begin vesting on a three-year schedule.
If targets are not met, no shares will vest.
−Removed: The Company calculated the fair value of the RSU and PRSU awards based on the closing price of the Company’s stock on the date of grant and records compensation expense over the vesting period using a graded vesting model.
−Removed: The weighted average grant-date fair value of these awards during the years ended June 30, 2023, 2022, and 2021 w as $ 16.28 , $ 16.68 , and $ 19.23 , res pectively.
−Removed: The weighted average grant-date fair value of awards vested during the years ended June 30, 2023, 2022, and 2021 was $ 17.12 , $ 19.23 and $ 19.23 , respectively.
+Added: The Company calculated the fair value of the RSU and PRSU awards based on the closing price of the Company’s common shares on the date of grant, and records compensation expense over the vesting period using a graded vesting model.
+Added: The weighted average grant-date fair value of awards granted during the years ended June 30, 2024 and 2022 w as $ 17.13 and $ 16.71 , res pectively.
+Added: There were no awards granted during the year ended June 30, 2023.
+Added: The total fair value of RSU and PRSU awards vested during the years ended June 30, 2024, 2023, and 2022 was $ 0.3 million , $ 0.6 million and $ 0.0 million , respectively.
A summary of the unvested RSU and PRSU activity for the year ended June 30, 2024 is as follows:
5 unchanged sentences
Unvested as of June 30, 2024 571,381 $ 16.35
−Removed: As of June 30, 2023, there was app roximately $ 8.2 million of total unrecognized compensation expense which will be recognized over the remaining weighted average vesting period of 3.77 years using a graded vesting model.
+Added: As of June 30, 2024, there was app roximately $ 5.7 million of total unrecognized compensation expense related to the 2020 LTIP options, RSU, and PRSU awards, which will be recognized over the remaining weighted average vesting period of 2.92 years using a graded vesting model.
The fair value hierarchy prioritized the input to valuation techniques used to measure fair value.
14 unchanged sentences
The following is a summary of the Company’s fair value measurements on a recurring basis as of June 30, 2024 and 2023:
−Removed: Fair Value Measurements Using
−Removed: As of June 30, 2023 Quoted Prices in
+Added: As of June 30, 2024 Fair Value Measurements Using
+Added: ($000s) Quoted Prices in
Active Markets
2 unchanged sentences
(Level 2) Significant
−Removed: Cash flow hedge - interest rate swap $ — $ — $ —
−Removed: Total assets $ — $ — $ —
Cash flow hedge - foreign currency collars, net $ — $ 335 $ —
1 unchanged sentence
Total liabilities $ — $ 1,349 $ —
−Removed: Fair Value Measurements Using
−Removed: As of June 30, 2022 Quoted Prices in
+Added: As of June 30, 2023 Fair Value Measurements Using
+Added: ($000s) Quoted Prices in
Active Markets
2 unchanged sentences
(Level 2) Significant
−Removed: Cash flow hedge - interest rate swap $ — $ 170 $ —
−Removed: Total assets $ — $ 170 $ —
Cash flow hedge - foreign currency collars, net $ — $ 100 $ —
1 unchanged sentence
Total liabilities $ — $ 1,273 $ —
−Removed: These balances are included in other current assets and other current and non-current liabilities, as applicable, in the consolidated balance sheets.
+Added: These balances are included in accounts payable and accrued liabilities and other non-current liabilities in the consolidated balance sheets.
There were no transfers between the different hierarchy levels in the years ended June 30, 2024 and 2023 .
Income before income taxes includes the following components:
−Removed: 2023 2022 2021
+Added: ($000s) 2024 2023 2022
United States $ 18,492 $ 21,938 $ 1,996
2 unchanged sentences
The major components of the provision for income tax expense (benefit) are as follows:
+Added: ($000s) June 30,
2024 June 30,
13 unchanged sentences
operations and its various foreign operations including subsidiaries based in the United Kingdom, European Union, Canada, Jamaica, Nicaragua, Pakistan, Senegal, Honduras, and the Philippines.
−Removed: The Company’s Bermuda-based companies are not subject to income tax as there is no corporate income tax in Bermuda.
+Added: Historically, the Company’s Bermuda-based companies are not subject to income tax as there is no corporate income tax in Bermuda.
+Added: On December 27, 2023 the Bermuda Corporate Income Tax Act 2023 was passed which provides for a 15% corporate tax rate beginning on or after January 1, 2025 for companies with revenue in excess of 750 million Euros.
+Added: The Company is evaluating the impact of this legislation, but it does not anticipate that it will have a material impact on the Company’s operations.
Differences between U.S.
11 unchanged sentences
Effective tax rate percentage 17.9 % 21.7 % ( 10.7 ) %
−Removed: We have been granted “Tax Holidays” as an incentive to attract foreign investment by the governments of Nicaragua, Pakistan, and certain qualifying locations in the Philippines.
+Added: The effective tax rate was 17.9 % and 21.7 % for the fiscal years ended June 30, 2024 and 2023, respectively.
+Added: The decrease in the effective tax rate between these periods was primarily attributable to changes in revenue mix across our taxable jurisdictions and discrete items recorded in the prior year.
+Added: We have been granted “Tax Holidays” as an incentive to attract foreign investment by the governments of Nicaragua, Pakistan, Honduras, Jamaica, and certain qualifying locations in the Philippines.
Generally, a Tax Holiday is an agreement between us and a foreign government under which we receive certain tax benefits in that country.
−Removed: In Pakistan, we have been granted approval for an indefinite exemption from income taxes on all exported IT services.
In Nicaragua, we have been granted approval of exemption from income taxes until 2025, which can be extended for another 10 years upon application.
+Added: In Pakistan, we have been granted approval for an indefinite exemption from income taxes on all exported IT services.
+Added: In Honduras, we have been granted approval of exemption from income taxes under the Free Tax Zone Law until 2033.
+Added: In Jamaica, we have been granted the Special Economic Zone (SEZ) developer status for multiple sites, which provides the Company with various tax incentives under the Jamaica SEZ Act including lower income tax rates.
The Tax Holidays for our qualifying Philippines facilities expire at staggered dates through 2031.
Our Tax Holidays could be eliminated if there are future changes in our operations or the governmental authorities approve legislation to modify the Tax Holidays in the various taxing jurisdictions.
−Removed: The aggregate reduction in income tax expense due to the above Tax Holidays was $ 3.4 million, $ 2.7 million, and $ 0.8 million and for the years ended June 30, 2023, 2022, and 2021, respectively.
+Added: The aggregate reduction in income tax expense due to the above Tax Holidays was $ 5.4 million, $ 3.4 million, and $ 2.7 million for the years ended June 30, 2024, 2023, and 2022, respectively.
The aggregate reduction in income tax expense per diluted share was $ 0.18 , $ 0.18 , and $ 0.15 for the years ended June 30, 2024, 2023, and 2022, respectively.
Significant components of deferred tax assets and liabilities included in the consolidated balance sheets are as follows:
+Added: ($000s) June 30,
2024 June 30,
Deferred tax assets
−Removed: Provision for doubtful accounts $ 99 $ 74
+Added: Provision for credit losses $ — $ 99
Provision for employee benefits and other expenses 1,724 755
13 unchanged sentences
Intangible assets ( 1,178 ) ( 1,184 )
+Added: Other liability ( 10 ) —
Total deferred tax liabilities $ ( 5,145 ) $ ( 7,356 )
Net deferred tax assets and liabilities $ 4,285 $ 4,585
−Removed: The Company had U.S.
−Removed: gross federal net operating loss carry forwards of zero and $ 18.9 million, as of June 30, 2023 and 2022, respectively, and gross state net operating loss carry forwards of approximately $ 15.1 million and $ 32.2 million, as of June 30, 2023 and 2022, respectively, which may be available to offset state income tax liabilities in the future.
+Added: The Company had no U.S.
+Added: gross federal net operating loss carry forwards as of June 30, 2024 and 2023, respectively, and gross state net operating loss carry forwards of approximately $ 12.4 million and $ 15.1 million, as of June 30, 2024 and 2023, respectively, which may be available to offset state income tax liabilities in the future.
The state net operating losses will expire based on each state income tax laws.
−Removed: The Company’s Canadian subsidiary has net operating loss carry forward of $ 2.1 million and $ 2.2 million as of June 30, 2023 and 2022, respectively, which will begin to expire in 2028.
+Added: The Company’s Canadian subsidiary has net operating loss carry forward of $ 2.1 million as of June 30, 2024 and 2023, respectively, which will begin to expire in 2028.
The Company’s UK and European subsidiaries have net operating loss carry forward of $ 2.2 million and $ 3.4 million, as of June 30, 2024 and 2023, respectively, which can be carried forward indefinitely.
6 unchanged sentences
The Company is subject to income tax in several jurisdictions and significant judgment is required in determining the provision for income taxes.
−Removed: During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain.
−Removed: As a result, the Company recognizes tax
−Removed: liabilities based on estimates of whether additional taxes and interest will be due.
+Added: During the ordinary course of business, there are transactions and
+Added: calculations for which the ultimate tax determination is uncertain.
+Added: As a result, the Company recognizes tax liabilities based on estimates of whether additional taxes and interest will be due.
There are no material uncertain tax treatments that would require adjustment to income tax expense.
11 unchanged sentences
Tax return filings in Luxembourg for the year ended June 2019 and onward are still open for examination as well as Cyprus tax returns for their tax years ending June 2018.
+Added: In April 2024, one of our foreign jurisdictions received an assessment relating to a fiscal year 2020.
+Added: As of June 30, 2024, the Company had recorded a reserve of $ 0.2 million related to this assessment.
+Added: In June 2024, a U.S.
+Added: subsidiary received a letter from the Internal Revenue Services (“IRS”) requesting information for examination of the year ended June 30, 2022.
+Added: While we believe that our tax positions are appropriate and in compliance with U.S.
+Added: federal law, the final determination of any tax, audit, or related litigation could be materially different from our historical tax provisions and accruals.
+Added: The specific areas of focus for the examination are not yet fully determined.
STOCKHOLDERS’ EQUITY
−Removed: The following table presents changes by component:
+Added: The following table presents changes by component for the years ended June 30, 2024, 2023, and 2022:
+Added: ($000s) Foreign
Adjustment Derivative
3 unchanged sentences
Foreign currency translation ( 2,281 ) — — ( 2,281 )
−Removed: Actuarial gain / (losses) on defined benefit plan — — ( 26 ) ( 26 )
−Removed: Unrealized gains / (losses) on cash flow hedges — 202 — 202
+Added: Actuarial gains on defined benefit plan — — 287 287
+Added: Unrealized losses on cash flow hedges — ( 905 ) — ( 905 )
Reclassifications to earnings — 364 153 517
+Added: Tax provision — 218 — 218
Balance as of June 30, 2022 $ ( 4,026 ) $ ( 639 ) $ 103 $ ( 4,562 )
Foreign currency translation ( 2,234 ) — ( 2,234 )
−Removed: Actuarial gain / (losses) on defined benefit plan — — 287 287
−Removed: Unrealized gains / (losses) on cash flow hedges — ( 905 ) — ( 905 )
+Added: Actuarial losses on defined benefit plan — — ( 120 ) ( 120 )
+Added: Unrealized losses on cash flow hedges — ( 479 ) — ( 479 )
Reclassifications to earnings — 1,156 89 1,245
−Removed: Tax provision — 218 — 218
+Added: Tax benefit — ( 162 ) — ( 162 )
Balance as of June 30, 2023 $ ( 6,260 ) $ ( 124 ) $ 72 $ ( 6,312 )
Foreign currency translation ( 1,623 ) — — ( 1,623 )
−Removed: Actuarial gain / (losses) on defined benefit plan — — ( 120 ) ( 120 )
−Removed: Unrealized gains / (losses) on cash flow hedges — ( 479 ) — ( 479 )
+Added: Actuarial gains on defined benefit plan — — 133 133
+Added: Unrealized losses on cash flow hedges — ( 412 ) — ( 412 )
Reclassifications to earnings — 257 — 257
2 unchanged sentences
The following table presents the reclassifications from AOCI to the consolidated statements of comprehensive income:
−Removed: For the year ended June 30,
+Added: ($000s) For the year ended June 30,
Description of AOCI components 2024 2023 2022 Statement of Other
7 unchanged sentences
Amortization related to defined benefit plan $ — $ ( 89 ) $ ( 153 ) Cost of services
−Removed: Share buyback
−Removed: In December 2021, the Company’s board of directors authorized the repurchase of up to $ 20 million of its common shares.
−Removed: The Company’s proposed repurchases may be made from time to time through open market transactions at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legal permissible means, depending on the market conditions and in accordance with applicable rules and regulations.
−Removed: The actual timing, number, and dollar amount of repurchase transactions will be determined by management at its discretion and will depend on a number of factors including, but not limited to, the market price of the Company’s common shares, general market and economic conditions, and compliance with Rule 10b-18 and/or Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
−Removed: The repurchase program does not obligate the Company to acquire any particular amount of common shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.
+Added: Share repurchase programs
+Added: The Board may authorize share repurchases of the Company’s common shares and the Company had multiple share repurchase plans during the years ended June 30, 2024 and 2023.
+Added: On May 1, 2024, the Board authorized $ 30 million in share repurchases during the next twelve months (the "2024 Share Repurchase Program").
+Added: As of June 30, 2024, the aggregate amount available for repurchase under the 2024 Share Repurchase Program was $ 26.9 million.
For the years ended June 30, 2024 and 2023, the Company repurchased 1,322,105 and 17,558 shares, respectively, of its common shares totaling $ 21.7 million, and $ 0.3 million, respectively.
−Removed: The repurchase program expired December 9, 2022.
−Removed: Dividend distribution
−Removed: Prior to our initial public offering in fiscal year 2021, our board of directors approved a one-time dividend of $ 4.0 million reflecting a portion of the cash generation from the business during fiscal year 2020.
−Removed: The dividend was paid on July 24, 2020 to TRGI, the holder of our Series A preferred share, which was entitled to a dividend preference that expired upon conversion of the Series A preferred share to common shares upon the completion of our IPO.
+Added: All repurchases under these programs were funded with our existing cash balance.
WEIGHTED AVERAGE SHARE COUNTS
−Removed: The following table sets forth the components of the computation from basic to diluted earnings per share for net income for the years ended June 30:
−Removed: 2023 2022 2021
+Added: The following table sets forth the components of the computation from basic to diluted earnings per share for net income for the years ended June 30, 2024, 2023, and 2022:
+Added: (000s) 2024 2023 2022
Shares used in basic earnings per share calculation 17,704 18,200 18,232
6 unchanged sentences
RELATED PARTY TRANSACTIONS
−Removed: The Company has agreements with multiple companies under the control of our controlling shareholder, TRGI, and with companies which have common Directors, in the normal course of business.
+Added: The Company has agreements with multiple companies under the control of our controlling shareholder, TRGI, and with companies which have common directors with us, in the normal course of business.
These transactions were executed on mutually agreed terms and include contact center services, back office support services and an office lease.
−Removed: During the fiscal years ended June 30, 2023, 2022, and 2021, the Company recognized revenue of $ 0.1 million, $ 0.1 million, and $ 1.2 million, respectively, and incurred expenses of $ 0.0 million , $ 0.0 million and $ 0.5 million, respectively.
−Removed: As of June 30, 2023 and 2022, the Company had accounts receivable of $ 0.0 million and $ 0.0 million , respectively, and accounts payable of $ 2.3 million and $ 2.6 million, respectively, with these related parties.
−Removed: Subsequent to June 30, 2023, the Company paid $ 2.2 million due to related parties.
+Added: During each of the fiscal years ended June 30, 2024, 2023, and 2022, the Company recognized revenue of $ 0.1 million with these related parties.
+Added: As of June 30, 2024 and 2023, the Company had accounts receivable of $ 0.2 million and $ 0.0 million, respectively, other non-current assets of $ 1.1 million and $ 1.1 million, respectively, and accounts payable of $ 0.1 million and $ 2.3 million, respectively, with these related parties.
INVESTMENT IN JOINT VENTURE
1 unchanged sentence
The Company’s ownership interest is 47.5 % and is accounted for under the equity method.
−Removed: The Company’s investment of $ 0.4 million and $ 0.4 million at June 30, 2023 and 2022, respectively, is included in other non-current assets in the consolidated balance sheets, while net earnings from the joint venture is included in selling, general, and administrative expense in the consolidated statements of comprehensive income.
+Added: The Company’s investment of $ 0.4 million at each of June 30, 2024 and 2023, respectively, is included in other non-current assets in the consolidated balance sheets, while net earnings from the joint venture is included in selling, general, and administrative expense in the consolidated statements of comprehensive income.
The table below presents our investment in the joint venture :
+Added: ($000s) 2024 2023
Opening balance $ 372 $ 382
2 unchanged sentences
Ending balance $ 415 $ 372
−Removed: Revenue and comprehensive income of the joint venture is as follows:
−Removed: For the year ended June 30,
−Removed: 2023 2022 2021
−Removed: Revenue $ 7,802 $ 6,455 $ 4,342
−Removed: Comprehensive income $ 1,537 $ 1,792 $ 1,215
−Removed: SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
−Removed: Selected quarterly financial data is presented below for each quarter in fiscal year 2023 to reflect the Company’s material retrospective change due to its conversion from IFRS to U.S.
−Removed: Fiscal year 2023
−Removed: Quarter 1 Quarter 2 Quarter 3 Quarter 4
−Removed: Revenue $ 127,805 $ 139,325 $ 131,557 $ 124,431
−Removed: Cost of services 96,153 99,790 91,693 87,356
−Removed: Income from operations 7,670 11,451 13,051 8,306
−Removed: Net income 6,523 9,270 11,279 4,510
−Removed: Net income per share:
−Removed: Basic $ 0.36 $ 0.51 $ 0.62 $ 0.25
−Removed: Diluted $ 0.35 $ 0.49 $ 0.60 $ 0.24
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.