IBEX Ltd
For the period ended Jun 30, 2024. Filed Sep 12, 2024.
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FY2024 · Filed Sep 12, 2024
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ITEM 15. EXHIBITS 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 Statements of Stockholders’ Equity
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.
3)Exhibits
See exhibits listed under Part (b) below.
(b) Exhibits:
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Description of Document · Form · File Number · Exhibit · FilingDate · Filed orFurnishedHerewith | |||||
| 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Description of Document · Form · File Number · Exhibit · FilingDate · Filed orFurnishedHerewith | |||||
| 10.9 | Sixth Amendment, dated June 30, 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 | 10.9 | 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 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Description of Document | Form | File Number | Exhibit | FilingDate | Filed orFurnishedHerewith |
| 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 27, 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 | |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Description of Document | Form | File Number | Exhibit | FilingDate | Filed orFurnishedHerewith |
| 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^ | IBEX 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 Jeffrey 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 | ||||
| Incorporated by Reference | ||||||
| ExhibitNumber | Description of Document | Form | File Number | Exhibit | FilingDate | Filed orFurnishedHerewith |
| 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 | Compensation 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)
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.