United States securities and exchange commission logo
July 17, 2020
Robert Dechant
Chief Executive Officer
IBEX Ltd.
1700 Pennsylvania Avenue NW, Suite 560
Washington, DC 20006
Re: IBEX Ltd.
Registration
Statement on Form F-1
Filed July 10, 2020
File No. 333-239821
Dear Mr. Dechant:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 14, 2020 letter.
Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Factors Affecting Our Performance, page 80
1. In your response to
prior comment 4 you state that you currently intend to award options
to purchase your common
shares to members of your senior management in the near
future. To the extent
these awards are issued prior to the effective date of your
registration statement,
please disclose the number of options issued, vesting terms, total
compensation expense
and period over which compensation expense is expected to be
recognized. Clarify the
fair value of your common stock used in the determination of the
value of these options
and explain any material differences between the fair value of your
common stock and the
mid-point of your IPO price range. Please provide the same
Robert Dechant
FirstName
IBEX Ltd. LastNameRobert Dechant
Comapany
July NameIBEX Ltd.
17, 2020
July 17,
Page 2 2020 Page 2
FirstName LastName
information for 338,432 incentive stock options issued on June 30,
2020 that you disclose
on page 20.
COVID-19, page 80
2. Your disclosure indicates that the COVID-19 pandemic has adversely
impacted your
business and results of operations. Please disclose the specific known
material impacts of
the pandemic on your revenue, expenses, net income, liquidity and cash
flows for periods
after March 31, 2020. Discuss more specifically how the changes in
overall client
demand for your services, price concessions and increases in employee
expenses, that you
discuss on page 25, have impacted your operating results. Also,
discuss any known tends
that are reasonably likely to have a material impact on your operating
results in future
periods. We refer you to Item 303 (a) of Regulation S-K.
Client-Related Factors Affecting Our Performance, page 81
3. We note your disclosure on page 17 that Frontier Communications
Corporation, a client
representing 18.6% of your revenue, filed a petition under Chapter 11
of the United States
Bankruptcy Code. Please also disclose how much this client contributed
to your income
from operations for the nine months ended March, 31 2020. Further,
disclose any known
material reductions in revenue or operating income from this client
for periods after
March, 31, 2020. We refer you to Item 303 (a) of Regulation S-K.
Results of Operations
Nine Months Ended March 31, 2020 and 2019
Operating Expenses, page 95
4. Please further explain the decrease in reseller commissions for the
nine months ended
March 31, 2020 as compared to the nine months ended March 31, 2019 and
how improved
operational efficiency led to this decrease. Discuss any known trends
that you reasonably
expect may have a material impact on these expenses in future periods.
Unaudited Interim Financial Statements as of March 31, 2020 and the nine month
periods ended
March 31, 2020 and 2019
Notes to the Unaudited Interim Financial Statements
15. Segments, page F-19
5. Please explain the basis for only presenting a single segment and
providing the underlying
disclosures. Further, tell us why your presentations of EBITDA from
continuing
operations and Adjusted EBITDA from continuing operations are proper
when you only
have a single reportable segment. That is, explain why presenting a
segment measure is
proper when the segment represents the entire company. In addition,
since your
reportable segment changed in the recent reporting period, please
explain why you did not
restate those segments in your annual financial statements.
Robert Dechant
IBEX Ltd.
July 17, 2020
Page 3
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.
FirstName LastNameRobert Dechant Sincerely,
Comapany NameIBEX Ltd.
Division of
Corporation Finance
July 17, 2020 Page 3 Office of Technology
FirstName LastName
