Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as this term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer recognize that these controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of these controls will be met.
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2024. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2024.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d - 15(f) under the Exchange Act) and for the assessment of the effectiveness of our internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, (iii) provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and directors, and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting as of June 30, 2024. In making this assessment, our management used the criteria established in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment and including the changes in internal control over financial reporting noted below, our management has determined that our internal control over financial reporting was effective as of June 30, 2024.
This Annual Report does not include an attestation report of our independent registered public accounting firm due to the transition period extended by the U.S. Securities and Exchange Commission (“SEC”) for emerging growth companies.
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Changes in Internal Control Over Financial Reporting
Management designed and implemented changes in internal control over financial reporting to remediate the material weakness identified in fiscal year 2023. During fiscal year 2024, we enhanced the design and precision of our process and control for evaluating the accounting and related financial reporting requirements for complex non-routine transactions. Our enhanced design includes the involvement of qualified experts with specialized knowledge, as applicable. As of June 30, 2024, management determined that the enhanced control had been implemented for a sufficient period and is operating effectively.
There were no other changes in our internal controls over financial reporting as defined in Rule 13a-15(d), under the Securities Exchange Act of 1934, as amended, that occurred during the period covered by this Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
(c) Trading Plans
During the three months ended June 30, 2024, the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated (including by modification) a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408 of Regulation S-K, as follows:
On June 14, 2024 , Mr. Bruce Dawson , the Company’s Chief Sales and Client Services Officer adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 27,000 shares of the Company’s common stock between September 16, 2024 and June 10, 2025 , subject to such shares reaching certain price points.
On June 14, 2024 , PineBridge Global Emerging Markets Partners II, L.P. adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 300,000 shares of the Company’s common stock between September 13, 2024 and September 12, 2025 , subject to such shares reaching certain price points. John Leone , a director of the Company, serves on a three-member investment committee (the “Investment Committee”) for PineBridge GEM II G.P., L.P. (“GEM II GP”) that manages GEM II GP’s investment activities. GEM II GP is the 100% owner of the sole general partner of PineBridge Global Emerging Markets Partners II, L.P. As a result, GEM II GP, Mr. Leone, and the other two members of the Investment Committee may be attributed beneficial ownership of the reported shares and each disclaims beneficial ownership of the reported shares except to the extent of its or his pecuniary interest therein.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference herein from the “Director Nominees,” “Directors Not Standing for Election,” “Board Committees,” and if applicable, “Delinquent Section 16 Reports” sections of the proxy statement that will be filed for the Company’s next annual meeting (“Proxy Statement”).
See also Information about our Executive Officers in Part I of this Form 10-K.
We have adopted a code of business conduct and ethics (the “Code”) that is applicable to all directors, officers and employees, including our principal executive, financial and accounting officers and all persons performing similar functions. A copy of this Code is available on our website at www.ibex.co. We intend to disclose future amendments to certain provisions of the Code, and waivers of the Code granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver.
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ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference herein from the “Executive Compensation,” “Board Committees,” “Director Compensation,” “Risk Oversight,” and if applicable, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” sections of the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference herein from the “Executive Compensation” and “Beneficial Ownership of Securities” sections of the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference herein from the “Certain Relationships and Related Party Transactions” and “Director Independence” sections of the Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference herein from “Audit Fees and Services” and “Pre-Approval Policy” of the Proxy Statement.
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) The following are filed as a part of this Form 10-K:
1) Index to Consolidated Financial Statements and Schedule
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP, Tampa, Florida;
PCAOB ID Number 34)
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Form 10-K.
2) Financial Statement Schedules
All schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.
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3) Exhibits
See exhibits listed under Part (b) below.
(b) Exhibits:
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number Description of Document Form File Number Exhibit Filing
Date Filed or
Furnished
Herewith
3.1 Memorandum of Association
F-1 333-239821 3.1 07/29/2020
3.2 Amended and Restated Bye-laws
20-F 001-38442 1.2 10/23/2020
4.1 Description of share capital registered under Section 12 of the Exchange Act
10-K 001-38442 4.1 09/13/2023
10.1 Registration Rights Agreement, dated as of September 15, 2017, by and between IBEX Limited and The Resource Company International Limited
F-1 333-239821 10.1 07/10/2020
10.2 Stockholders’ Agreement, dated as of September 15, 2017, by and between IBEX Limited and The Resource Company International, Limited
F-1 333-239821 10.2 07/10/2020
10.3# Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.3 07/10/2020
10.4 First Amendment, dated May 21, 2014, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.4 07/10/2020
10.5 Second Amendment, dated October 2, 2014, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.5 07/10/2020
10.6 Third Amendment, dated February 23, 2015, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.6 07/10/2020
10.7 Fourth Amendment, dated June 19, 2015, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A..
F-1 333-239821 10.7 07/10/2020
10.8# Fifth Amendment, dated June 26, 2015, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.8 07/10/2020
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Incorporated by Reference
Exhibit
Number Description of Document Form File Number Exhibit Filing
Date Filed or
Furnished
Herewith
10.9 Sixth Amendment, dated June 30, 201 6 , to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.9 07/10/2020
10.10 Seventh Amendment, dated November 7, 2016, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.10 07/10/2020
10.11 Eighth Amendment, dated November 18, 2016, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.11 07/10/2020
10.12 Ninth Amendment, dated January 22, 2018, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.12 07/10/2020
10.13 Tenth Amendment, dated December 1, 2018, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.13 07/10/2020
10.14 Eleventh Amendment, dated April 26, 2019, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.14 07/10/2020
10.15 Twelfth Amendment, dated May 31, 2019, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
F-1 333-239821 10.15 07/10/2020
10.16 Thirteenth Amendment, dated April 15, 2020, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc. and PNC Bank, N.A.
20-F 001-38442 4.14 10/23/2020
10.17 Fourteenth Amendment, dated March 2, 2021, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and among Ibex Global Solutions, Inc., Digital Globe Services, LLC, TelSatOnline, LLC, 7 Degrees, LLC, and PNC Bank, N.A.
20-F 001-38442 4.17 10/14/2021
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Incorporated by Reference
Exhibit
Number Description of Document Form File Number Exhibit Filing
Date Filed or
Furnished
Herewith
10.18# Fifteenth Amendment, dated September 30, 2021, to the Revolving Credit and Security Agreement, dated November 8,2013, by and among Ibex Global Solutions, Inc., Digital Globe Services, LLC, TelSatOnline, LLC, 7 Degrees, LLC, iSky, LLC and PNC Bank, N.A.
20-F 001-38442 4.18 10/14/2021
10.19# Sixteenth Amendment, dated June 1, 2022 to the Revolving Credit and Security Agreement, dated November 8, 2013 by and among Ibex Global Solutions, Inc., Digital Globe Services, LLC, TelSatOnline, LLC, 7 Degrees, LLC, iSky, LLC and PNC Bank, N.A .
20-F 001-38442 4.19 10/04/2022
10.20# Seventeenth Amendment to Revolving Credit and Security Agreement and Consent dated May 6, 2024 by and among Ibex Global Solutions, Inc., Digital Globe Services, LLC, TelSatOnline, LLC, 7 Degrees, LLC, iSky, LLC and PNC Bank N.A.
10-Q 001-38442 10.1 05/09/2024
10.21 Amended and Restated Collateral Pledge Agreement, dated September 30, 2021, by and between Ibex Global Solutions, Inc., and PNC Bank, N.A.
20-F 001-38442 4.19 10/14/2021
10.22 Collateral Pledge Agreement, dated September 30, 2021, by and between Digital Globe Services, LLC, and PNC Bank, N.A.
20-F 001-38442 4.20 10/14/2021
10.23 Trademark Security Agreement, dated September 30, 2021, by and among Ibex Global Solutions, Inc., iSky, LLC and PNC Bank, N.A.
20-F 001-38442 4.21 10/14/2021
10.24# Second Amended and Restated Warrant, dated November 13, 2017, issued to Amazon.com NV Investment Holdings LLC (amended December 28, 2018)
F-1 333-239821 10.40 07/29/2020
10.25 First Amendment to Second Amended and Restated Warrant, dated November 13, 2017, issued to Amazon.com NV Investment Holdings LLC (amended December 2 7, 2019)
F-1 333-239821 10.41 07/10/2020
10.26* Second Amendment to Second Amended and Restated Warrant, dated November 13, 2017, issued to Amazon.com NV Investment Holdings LLC (amended as of August 7, 2020 )
X
10.27^ IBEX Holdings Limited 2018 Restricted Share Plan
F-1 333-239821 10.35 07/10/2020
10.27.1^ Form of Restricted Share Agreement (A)
F-1 333-239821 10.36 07/10/2020
10.27.2^ Form of Restricted Share Agreement (B)
F-1 333-239821 10.37 07/10/2020
10.27.3^ IBEX Holdings Limited UK Sub-Plan of the 2018 Restricted Share Plan
F-1 333-239821 10.38 07/10/2020
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Incorporated by Reference
Exhibit
Number Description of Document Form File Number Exhibit Filing
Date Filed or
Furnished
Herewith
10.28^ 2020 Long Term Incentive Plan, dated as of May 20, 2020
F-1 333-239821 10.39 07/10/2020
10.28.1^ I BEX Limited Amended 2020 Long-Term Incentive Plan, dated January 14, 2022
S-8 333-263228 99.1 03/02/2022
10.29^ Ibex Management Incentive Plan
10-K 001-38442 10.28 09/13/2023
10.30^ Ibex Global Solutions (Philippines) Inc. Amended & Restated Phantom Stock Plan
10-K 001-38442 10.29 09/13/2023
10.30.1^ Ibex Global Solutions (Philippines) Inc. Phantom Stock Plan Form of Award Agreement
10-K 001-38442 10.29.1 09/13/2023
10.31^ Ibex Global Jamaica Limited Amended & Restated Phantom Stock Plan
10-K 001-38442 10.30 09/13/2023
10.31.1^ Ibex Global Jamaica Limited Phantom Stock Plan Form of Award Agreement
10-K 001-38442 10.30.1 09/13/2023
10.32^ Form of Director Agreement
F-1 333-239821 10.42 07/10/2020
10.33^ Form of Director Indemnification Agreement
F-1 333-239821 10.44 07/10/2020
10.34 Executive Employment Agreement dated April 2, 2015 by and between TRG Customer Solutions Inc. and Robert Dechant
10-K 001-38442 10.33 09/13/2023
10.35 Restated Executive Employment Agreement dated July 1, 2020 by and between Ibex Global Solutions Inc. and David Afdahl
10-K 001-38442 10.34 09/13/2023
10.36 Restated Executive Employment Agreement dated July 1, 2020 by and between Ibex Global Solutions Inc. and Julie Casteel
10-K 001-38442 10.35 09/13/2023
10.37 Executive Separation and Release Agreement dated March 31, 2023 by and between Ibex Global Solutions Inc. and Karl Gabel
10-K 001-38442 10.36 09/13/2023
10.38 Executive Separation and Release Agreement dated June 4, 2024 by and between Ibex Global Solutions, Inc. and Jeff rey Cox
X
10.39 Contractor Agreement dated June 4, 2024 by and between Ibex Global Solutions, Inc. and Jeffrey Cox
X
10.40 Restated Executive Employment Agreement dated July 1, 2020 by and between Ibex Global Solutions, Inc. and Bruce Dawson
X
10.41^ Form of Officer Indemnity Agreement
X
10.42^ Form of First Amendment to Officer Indemnity Agreement
X
21.1 List of Subsidiaries
X
23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm
X
31.1 Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act
X
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Incorporated by Reference
Exhibit
Number Description of Document Form File Number Exhibit Filing
Date Filed or
Furnished
Herewith
31.2 Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
X
32.1 Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350
X
97 C ompensation Recoupment (Clawback) Policy
X
101.INS Inline XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) X
_______________________
^ Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
# Certain schedules and exhibits to or portions of this Exhibit have been omitted in accordance with Item 601(a)(5)-(6) and Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of all omitted schedules to the SEC upon request.
* Corrected version of a previously filed exhibit (previously filed October 14, 2021 as Exhibit 10.40)
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
IBEX LIMITED
By: /s/ Robert Dechant
Name:
Robert Dechant
Title: Chief Executive Officer
(Principal Executive Officer)
Date: September 12, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Robert Dechant Chief Executive Officer and Director
Robert Dechant (Principal Executive Officer) September 12, 2024
/s/ Taylor Greenwald Chief Financial Officer
Taylor Greenwald (Principal Financial and Accounting Officer) September 12, 2024
/s/ Mohammed Khaishgi
Mohammed Khaishgi Director and Chairman of the Board September 12, 2024
/s/ Daniella Ballou-Aares
Daniella Ballou-Aares Director September 12, 2024
/s/ Fiona Beck
Fiona Beck Director September 12, 2024
/s/ John Jones
John Jones Director September 12, 2024
/s/ Shuja Keen
Shuja Keen Director September 12, 2024
/s/ Gerard Kleisterlee
Gerard Kleisterlee Director September 12, 2024
/s/ John Leone
John Leone Director September 12, 2024
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