UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2021
Commission File Number 001-38442

IBEX LIMITED
(Translation of registrant's name into English)

Crawford House, 50 Cedar Avenue
Hamilton HM11, Bermuda
(441) 295-6500
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐



IBEX LIMITED
FORM 6-K

IBEX Limited (the “Company”) is furnishing under the cover of Form 6-K the following:

Earnings Release

Exhibit 99.1 Press release, dated February 18, 2021, entitled “IBEX Limited Announces Second Quarter Fiscal Year 2021 Financial Results

Incorporation by Reference

The unaudited consolidated statements of financial position, unaudited consolidated statements of profit or loss and other comprehensive income (loss), unaudited consolidated statements of cash flows, and supplemental non-GAAP financial information contained in the press release attached as Exhibit 99.1 to this report on Form 6-K are hereby incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-242044), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. The other information in this Form 6-K, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


IBEX LIMITED



By:
/s/ Karl Gabel


Name: Karl Gabel


Title: Chief Financial Officer



Date: February 18, 2021






Exhibit 99.1


FOR IMMEDIATE RELEASE:

IBEX Limited Announces Second Quarter Fiscal Year 2021 Financial Results
 
Second Quarter Fiscal Year 2021


Record revenue of $117.2 million, representing an increase of 8.7% year-over-year

Net income was $2.5 million (non-GAAP adjusted net income of $6.2 million)

Adjusted EBITDA increased 18.7% to $17.6 million, achieved record adjusted EBITDA margin of 15.0%

Company raises fiscal year 2021 guidance

WASHINGTON, DC— (BUSINESS WIRE)—February 18, 2021—IBEX Limited (“ibex”), a leading global provider of outsourced CX solutions, today announced financial results for three and six months ended December 31, 2020.
 
“In May 2015, when I joined Ibex as CEO, I set out on a vision to be a growth leader, a leader in the nearshore markets and to push to and above 15% adjusted EBITDA,” said Bob Dechant, Chief Executive Officer of ibex.  “I am proud to report that we are achieving each of these goals and delivered a record second quarter.  Revenues increased to an all-time high of $117.2 million, as our organic growth continues to outpace the industry.  We received the very prestigious Frost and Sullivan Central America and Caribbean CX Company of the year award which validates and distinguishes our success in the nearshore market. And lastly, we reported 15% adjusted EBITDA for the quarter!”
 
Dechant continued, “We had full focus on execution this quarter – delivering on the critical seasonal ramps for our clients. As evidenced by our results, we had a stellar quarter of performance.  Despite the growing cases of COVID-19 throughout the world, we continued managing all of our centers and kept all of our Work@Home employees operational. In addition, during the quarter we launched a new center in Jamaica,  expanded in the Philippines, we won several key new logos, and we grew our sales pipeline to position us for growth in the second half of 2021 and beyond.
 
Second Quarter Fiscal Year 2021 Financial Highlights:

Revenue


Revenue increased 8.7% to $117.2 million, compared to $107.8 million in the prior year quarter.

Net Income
 

Net income was $2.5 million, including $1.6 million in non-recurring costs, compared to net income of $4.8 million in the prior year quarter.

Non-GAAP adjusted net income increased to $6.2 million, compared to $5.6 million in the prior year quarter (see Exhibit 1 for reconciliation).

Net margin was 2.1%, compared to 4.4% in the prior year quarter.

On a Non-GAAP basis, net margin increased to 5.3%, compared to 5.2% in the prior year quarter (see Exhibit 1 for reconciliation).


Adjusted EBITDA


Non-GAAP adjusted EBITDA, increased to $17.6 million, compared to $14.8 million in the prior year quarter (see Exhibit 2 for reconciliation).

Non-GAAP adjusted EBITDA margin increased to 15.0%, compared to 13.8% in the prior year quarter.

Earnings Per Share


IFRS basic and fully diluted earnings per share was $0.14 and $0.13, respectively, compared to IFRS basic and fully diluted earnings per share of $0.00 and $0.00, respectively, in the prior year quarter.*

Non-GAAP pro forma fully diluted adjusted earnings per share (see Exhibit 1 for reconciliation) increased to $0.33, compared to $0.30 in the prior year quarter.

* IFRS fully diluted earnings per share for the three and six months ended December 31, 2019 does not reflect the recapitalization that occurred in connection with ibex’s August 7, 2020 initial public offering.

Balance Sheet


Strong cash position of $74.6 million compared to $21.9 million at June 30, 2020.

Non-GAAP net debt (see Exhibit 4 below) decreased to $50.7 million, compared to $84.1 million as of June 30, 2020.

Second Quarter of Fiscal Year 2021 Business Highlights:


Top three client concentration decreased to 36.4% from 45.1% in the prior year quarter

Won 3 new customer logos across key verticals, including healthcare and utilities

Opened a new 1,200 seat center in Jamaica and added 600 seats in the Philippines

New Economy revenue increased by 10.5% compared to the prior year quarter, and when adjusted for one client that was adversely impacted by the pandemic, New Economy revenue increased by 28.1%

Raised Fiscal Year 2021 Business Outlook

We are raising our fiscal year 2021 guidance for revenue to between $445 million and $448 million, an increase of approximately 10% over the prior year, compared to $440 million to $443 million previously provided.

Adjusted EBITDA is now expected to be between $62.0 million and $63.5 million, an increase of approximately 14% to 17% over the prior year, compared to $60.5 million to $62.0 million previously provided.

Conference Call and Webcast Information

IBEX Limited will host a conference call and live webcast to discuss its second quarter of fiscal year 2021 financial results at 4:30 p.m. Eastern Time today, February 18, 2021. To access the conference call, dial (833) 614-1408 for the U.S. or Canada, or for international callers (914) 987-7129 and provide conference ID 6963453. The webcast will be available live on the Investors section of ibex's website at: https://investors.ibex.co/.


An audio replay of the call will also be available to investors beginning at approximately 7:30 p.m. Eastern Time on February 18, 2021, until 7:30 p.m. Eastern Time on February 25, 2021, by dialing (855) 859-2056 for the U.S. or Canada, or for international callers, (404) 537-3406 and entering passcode 6963453. In addition, an archived webcast will be available on the Investors section of ibex's website at: https://investors.ibex.co/.

Financial Information

While the financial figures included in this press release have been computed in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to interim periods, this announcement does not contain sufficient information to constitute an interim financial report as defined in International Accounting Standards 34, “Interim Financial Reporting.”  The financial information in this press release has not been audited.

ibex is not providing a quantitative reconciliation of forward-looking non-GAAP adjusted EBITDA to the most directly comparable IFRS measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort. These items include, but are not limited to, non-recurring expenses, fair value adjustments, share-based compensation expense, and impairment of assets. These items are uncertain, depend on various factors, and could have a material impact on IFRS reported results for the guidance period.

Non-GAAP Financial Measures

We present non-GAAP financial measures because we believe that they and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. We also use these measures internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluate our underlying historical performance, as we believe that these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling us to evaluate and plan more effectively for the future. The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under IFRS as issued by the IASB. Non-GAAP financial measures and ratios are not measurements of our performance, financial condition or liquidity under IFRS as issued by the IASB and should not be considered as alternatives to operating profit or net income / (loss) or as alternatives to cash flow from operating, investing or financing activities for the period, or any other performance measures, derived in accordance with IFRS as issued by the IASB or any other generally accepted accounting principles.

About ibex

ibex helps the world’s preeminent brands more effectively engage their customers with services ranging from customer support, technical support, inbound/outbound sales, business intelligence and analytics, digital demand generation, and CX surveys and feedback analytics.


Forward Looking Statements

In addition to historical information, this release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions.  These statements include, but are not limited to, statements regarding our future financial and operating performance, including our outlook and guidance, and our strategies, priorities and business plans. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could impact our actual results include: developments relating to COVID-19; the Frontier restructuring and its proceedings under Chapter 11 of the United States Bankruptcy Code; our ability to attract new business and retain key clients; our ability to enter into multi-year contracts with our clients at appropriate rates; the potential for our clients or potential clients to consolidate; our clients deciding to enter into or further expand their insourcing activities; our ability to operate as an integrated company under the ibex brand; our ability to manage portions of our business that have long sales cycles and long implementation cycles that require significant resources and working capital; our ability to manage our international operations, particularly in Pakistan and the Philippines and increasingly in Jamaica and Nicaragua; our ability to comply with applicable laws and regulations, including those regarding privacy, data protection and information security; our ability to manage the inelasticity of our labor costs relative to short-term movements in client demand; our ability to realize the anticipated strategic and financial benefits of our relationship with Amazon; our ability to recruit, engage, motivate, manage and retain our global workforce; our ability to anticipate, develop and implement information technology solutions that keep pace with evolving industry standards and changing client demands; our ability to maintain and enhance our reputation and brand; and other factors discussed under the heading “Risk Factors”  in our annual report on Form 20-F filed with the U.S. Securities and Exchange Commission on October 23, 2020 and any other risk factors we include in subsequent reports on Form 6-K. Because of these uncertainties, you should not make any investment decisions based on our estimates and forward-looking statements. Except as required by law, we undertake no obligation to publicly update any forward-looking statements for any reason after the date of this press release whether as a result of new information, future events or otherwise.

Media Contact: Barry Canty, Senior Vice President of Marketing, ibex, (323) 217-5428, barry.canty@ibex.co

IR Contact: Brinlea Johnson, The Blueshirt Group, 415.269.2645, brinlea@blueshirtgroup.com


IBEX Limited
Unaudited Consolidated Statements of Financial Position


US$ in thousands
 
December 31,
2020
   
June 30,
2020
 
Assets
           
Non-current assets
           
Goodwill
 
$
11,832
   
$
11,832
 
Other intangible assets
   
3,174
     
2,781
 
Property and equipment
   
103,397
     
84,588
 
Investment in joint venture
   
330
     
331
 
Deferred tax asset
   
2,400
     
2,223
 
Warrant asset
   
2,161
     
2,611
 
Other assets
   
5,532
     
4,834
 
Total non-current assets
 
$
128,826
   
$
109,200
 
                 
Current assets
               
Trade and other receivables
   
74,056
     
62,579
 
Due from related parties
   
1,922
     
1,587
 
Cash and cash equivalents
   
74,615
     
21,870
 
Total current assets
 
$
150,593
   
$
86,036
 
Total assets
 
$
279,419
   
$
195,236
 
                 
Equity and liabilities
               
Equity attributable to owners of the parent
               
Share capital
 
$
2
   
$
12
 
Additional paid-in capital
   
158,008
     
96,207
 
Other reserves
   
31,889
     
29,456
 
Accumulated deficit
   
(114,470
)
   
(109,527
)
Total equity
 
$
75,429
   
$
16,148
 
                 
Non-current liabilities
               
Deferred revenue
 
$
1,725
   
$
434
 
Lease liabilities
   
72,587
     
62,044
 
Borrowings
   
4,217
     
3,782
 
Deferred tax liability
   
87
     
117
 
Other non-current liabilities
   
13,304
     
7,058
 
Total non-current liabilities
 
$
91,920
   
$
73,435
 
                 
Current liabilities
               
Trade and other payables
 
$
51,158
   
$
53,213
 
Income tax payables
   
3,200
     
3,087
 
Lease liabilities
   
10,858
     
12,668
 
Borrowings
   
37,701
     
27,476
 
Deferred revenue
   
4,825
     
3,470
 
Due to related parties
   
4,328
     
5,739
 
Total current liabilities
 
$
112,070
   
$
105,653
 
Total liabilities
 
$
203,990
   
$
179,088
 
Total equity and liabilities
 
$
279,419
   
$
195,236
 


IBEX Limited

Unaudited Consolidated Statements of Profit or Loss and Other Comprehensive Income / (Loss)



 
 
Three months ended December 31,
   
Six months ended December 31,
 
US$ in thousands, except share and per share amounts
 
2020
   
2019
   
2020
   
2019
 
Revenue
 
$
117,181
   
$
107,784
   
$
225,952
   
$
203,131
 
                                 
Payroll and related costs
   
78,960
     
73,185
     
151,224
     
139,240
 
Share-based payments
   
617
     
51
     
2,706
     
93
 
Reseller commission and lead expenses
   
3,399
     
4,505
     
7,501
     
9,326
 
Depreciation and amortization
   
6,983
     
6,413
     
13,422
     
12,113
 
Other operating costs
   
20,888
     
16,017
     
45,678
     
30,153
 
Income from operations
 
$
6,334
   
$
7,613
   
$
5,421
   
$
12,206
 
                                 
Finance expenses
   
(2,374
)
   
(2,507
)
   
(4,613
)
   
(4,814
)
Income before taxation
 
$
3,960
   
$
5,106
   
$
808
   
$
7,392
 
                                 
Income tax expense
   
(1,472
)
   
(349
)
   
(1,743
)
   
(299
)
Net income / (loss)
 
$
2,488
   
$
4,757
   
$
(935
)
 
$
7,093
 
                                 
Other comprehensive income / (loss)
                               
                                 
Items that will be subsequently reclassified to profit or loss
                               
Foreign currency translation adjustment
 
$
(77
)
 
$
(62
)
 
$
(113
)
 
$
(32
)
Cash flow hedge - changes in fair value
   
52
     
-
     
85
     
-
 
   
$
(25
)
 
$
(62
)
 
$
(28
)
 
$
(32
)
Total comprehensive income / (loss)
 
$
2,463
   
$
4,695
   
$
(963
)
 
$
7,061
 
                                 
Earnings per share attributable to the ordinary equity holders of the parent
                               
Basic
 
$
0.14
   
$
-
   
$
(0.05
)
 
$
-
 
Diluted
 
$
0.13
   
$
-
   
$
(0.05
)
 
$
-
 
                                 
Weighted average shares outstanding
                               
Basic
   
17,988,508
     
12,556,972
     
17,183,501
     
12,556,972
 
Diluted
   
18,719,169
     
12,755,131
     
17,931,867
     
12,755,131
 


IBEX Limited

Unaudited Consolidated Statements of Cash Flows



 
 
Three months ended December 31,
   
Six months ended December 31,
 
US$ in thousands
 
2020
   
2019
   
2020
   
2019
 
CASH FLOWS FROM OPERATING ACTIVITIES
                       
Income before taxation
 
$
3,960
   
$
5,105
   
$
808
   
$
7,391
 
Adjustments to reconcile income before taxation to net cash provided by operating activities:
                               
Depreciation and amortization
   
6,983
     
6,413
     
13,422
     
12,113
 
Amortization of warrant asset
   
243
     
300
     
448
     
535
 
(Gain) / loss on disposal of fixed assets
   
-
     
16
     
(192
)
   
16
 
Foreign currency translation loss
   
55
     
206
     
203
     
359
 
Fair value adjustment
   
2,159
     
133
     
5,745
     
882
 
Phantom expense
   
129
     
15
     
254
     
28
 
Share-based payments
   
488
     
36
     
2,452
     
65
 
Provision for retirement benefit expense
   
66
     
108
     
144
     
134
 
Allowance of expected credit losses
   
209
     
157
     
452
     
97
 
Share of profit from investment in joint venture
   
(103
)
   
(175
)
   
(226
)
   
(339
)
Finance costs
   
2,374
     
2,507
     
4,613
     
4,814
 
(Increase) / decrease in trade and other receivables
   
(257
)
   
7,860
     
(10,984
)
   
3,197
 
Increase in prepayments and other assets
   
(381
)
   
(63
)
   
(697
)
   
(536
)
(Decrease) / increase in trade and other payables and other liabilities
   
(8,101
)
   
(879
)
   
1,052
     
(3,817
)
Cash generated from operations
   
7,824
     
21,739
     
17,494
     
24,939
 
Interest paid
   
(2,374
)
   
(2,507
)
   
(4,613
)
   
(4,814
)
Income taxes paid
   
(1,163
)
   
(657
)
   
(2,655
)
   
(763
)
Net cash inflow from operating activities
 
$
4,287
   
$
18,575
   
$
10,226
   
$
19,362
 
                                 
CASH FLOWS FROM INVESTING ACTIVITIES
                               
Purchase of property and equipment
 
$
(5,804
)
 
$
(2,039
)
 
$
(8,705
)
 
$
(2,239
)
Purchase of other intangible assets
   
(557
)
   
(17
)
   
(867
)
   
(165
)
Capital repayment from joint venture
   
112
     
124
     
227
     
195
 
Net cash outflow from investing activities
 
$
(6,249
)
 
$
(1,932
)
 
$
(9,345
)
 
$
(2,209
)
                                 
CASH FLOWS FROM FINANCING ACTIVITIES
                               
Proceeds from line of credit
 
$
34,231
   
$
43,419
   
$
66,575
   
$
78,211
 
Repayments of line of credit
   
(23,908
)
   
(54,320
)
   
(55,296
)
   
(81,018
)
Proceeds from borrowings
   
-
     
-
     
1,714
     
1,000
 
Repayment of borrowings
   
(3,031
)
   
(1,690
)
   
(5,827
)
   
(3,389
)
Payment of related party loan
   
(1,614
)
   
-
     
(1,614
)
   
-
 
Net proceeds from initial public offering
   
-
     
-
     
63,107
     
-
 
Payment of listing related cost
   
(227
)
   
-
     
(1,052
)
   
-
 
Principal payments on lease obligations
   
(8,575
)
   
(3,145
)
   
(11,630
)
   
(6,145
)
Dividends paid
   
-
     
(121
)
   
(4,000
)
   
(121
)
Net cash (outflow) / inflow from financing activities
 
$
(3,124
)
 
$
(15,857
)
 
$
51,977
   
$
(11,462
)
Effects of exchange rate difference on cash and cash equivalents
   
(78
)
   
(62
)
   
(113
)
   
(33
)
Net (decrease) / increase in cash and cash equivalents
 
$
(5,164
)
 
$
724
   
$
52,745
   
$
5,658
 
Cash and cash equivalents at beginning of the period
 
$
79,779
   
$
13,807
   
$
21,870
   
$
8,873
 
Cash and cash equivalents at end of the period
 
$
74,615
   
$
14,531
   
$
74,615
   
$
14,531
 


IBEX Limited
Reconciliation of IFRS Financial Measures to Non-GAAP Financial Measures

EXHIBIT 1:  Adjusted net income and pro forma fully diluted adjusted earnings per share
We define “Adjusted net income” as net income / (loss) before the effect of the following items: non-recurring expenses (including litigation and settlement expenses, costs related to COVID-19, and expenses related to our initial public offering), other income, fair value adjustment related to the Amazon warrant, share-based payments, foreign exchange gains or losses, and impairment losses, as applicable, net of the tax effect of such adjustments. We define “pro forma fully diluted adjusted earnings per share” as Adjusted net income for the period divided by the weighted average fully diluted shares outstanding for the current periods.

   
Three months ended December 31,
   
Six months ended December 31,
 
 
 
2020
   
2019
   
2020
   
2019
 
US$ in thousands, except share and
per share amounts
 
Amount
   
Per Share
   
Amount
   
Per Share
   
Amount
   
Per Share
   
Amount
 
Per Share
 
Net income / (loss)
 
$
2,488
   
$
0.13
   
$
4,757
   
$
0.25
(3)

$
(935
)
 
$
(0.05
)
 
$
7,093
 
$
0.40
(3)
Non-recurring expenses
   
1,593
   
$
0.09
     
596
   
$
0.03
     
5,991
   
$
0.33
     
596
 
$
0.03
 
Other income
   
(140
)
 
$
(0.01
)
   
(188
)
 
$
(0.01
 
 
(291
)
 
$
(0.02
)
   
(387
)
$
(0.02
)
Fair value adjustment
   
2,159
   
$
0.12
     
133
   
$
0.01
     
5,745
   
$
0.32
     
882
 
$
0.05
 
Share-based payments
   
617
   
$
0.03
     
51
   
$
0.00
     
2,706
   
$
0.15
     
93
 
$
0.01
 
Foreign exchange losses
   
55
   
$
0.00
     
206
   
$
0.01
     
203
   
$
0.01
     
359
 
$
0.02
 
Total adjustments
 
$
4,284
   
$
0.23
   
$
798
   
$
0.04
   
$
14,354
   
$
0.80
   
$
1,543
 
$
0.09
 
Tax impact of adjustments(1)
   
(611
)
 
$
(0.03
)
   
38
   
$
0.00
     
(2,057
)
 
$
(0.11
)
   
101
 
$
0.01
 
Adjusted net income
 
$
6,161
   
$
0.33
   
$
5,593
   
$
0.30
   
$
11,363
   
$
0.63
   
$
8,737
 
$
0.49
 
Adjusted net income margin
   
5.3
%
           
5.2
%
           
5.0
%
           
4.3
%
     

                                                             
IFRS Weighted average fully diluted
shares outstanding
   
18,719,169
             
12,755,131
             
17,931,867
             
12,755,131
       
Adjustment for share re-capitalization
on August 7, 2020
   
-
             
5,964,039
             
-
             
5,176,736
       
Pro forma fully diluted shares outstanding and pro forma adjusted earnings per share(2)
   
18,719,169
   
$
0.33
     
18,719,169
   
$
0.30
     
17,931,867
   
$
0.63
     
17,931,867
 
$
0.49
 

(1) The tax impact of each adjustment is calculated using the effective tax rate in the relevant jurisdiction.
(2) We provide “pro forma fully diluted adjusted earnings per share” because the share structure for the prior year does not reflect the re-capitalization that occurred in connection with ibex’s initial public offering on August 7, 2020. For purposes of this calculation, we have included 18,719,169 shares for the three months ended December 31, 2019, and 17,931,867 shares for the six months ended December 31, 2019, the weighted average fully diluted shares outstanding for the three and six months ended December 31, 2020, respectively, in order to enhance comparability between the current and prior year periods. Beginning with the first quarter of fiscal year 2022, our share structure will be comparable year over year, and this measure will reflect the respective periods’ weighted average fully diluted shares outstanding.
(3) On an IFRS basis, this amount is $0.00. For purposes of this reconciliation, it represents the proforma impact of the share re-capitalization on August 7, 2020.


EXHIBIT 2:  EBITDA and Adjusted EBITDA
We define “EBITDA” as net (loss) / income before the effect of the following items: finance expenses (including finance costs related to lease liabilities), income tax expense / (benefit), and depreciation and amortization (including depreciation of right-of-use assets). We define “Adjusted EBITDA” as EBITDA before the effect of the following items: non-recurring expenses (including litigation and settlement expenses, costs related to COVID-19, and expenses related to our initial public offering), other income, fair value adjustment related to the Amazon warrant, share-based payments, foreign exchange gains or losses, and impairment losses, as applicable.
 
   
Three months ended December 31,
   
Six months ended December 31,

US$ in thousands
 
2020
   
2019
   
2020
   
2019

Net income / (loss)
 
$
2,488
   
$
4,757
   
$
(935
)
 
$
7,093
 
Finance expense
   
2,374
     
2,507
     
4,613
     
4,814
 
Income tax expense
   
1,472
     
349
     
1,743
     
299
 
Depreciation and amortization
   
6,983
     
6,413
     
13,422
     
12,113
 
EBITDA
 
$
13,317
   
$
14,026
   
$
18,843
   
$
24,319
 
Non-recurring expenses
   
1,593
     
596
     
5,991
     
596
 
Other income
   
(140
)
   
(188
)
   
(291
)
   
(387
)
Fair value adjustment
   
2,159
     
133
     
5,745
     
882
 
Share-based payments
   
617
     
51
     
2,706
     
93
 
Foreign exchange losses
   
55
     
206
     
203
     
359
 
Adjusted EBITDA
 
$
17,601
   
$
14,824
   
$
33,197
   
$
25,862
 
Adjusted EBITDA margin
   
15.0
%
   
13.8
%
   
14.7
%
   
12.7
%

EXHIBIT 3:  Free cash flow
We define “free cash flow” as net cash provided by operating activities less capital expenditures and lease payments on right-of-use assets.
 
 
Three months ended December 31,
   
Six months ended December 31,

US$ in thousands
 
2020
   
2019
   
2020
   
2019

                         
Net cash provided by operating activities
 
$
4,287
   
$
18,575
   
$
10,226
   
$
19,362
 
                                 
Less:
                               
Capital expenditures
   
7,165
     
4,094
     
11,690
     
13,432
 
Lease payments on right-of-use assets
   
2,843
     
2,338
     
5,171
     
4,727
 
Free cash flow
 
$
(5,721
)
 
$
12,143
   
$
(6,635
)
 
$
1,203
 

EXHIBIT 4:  Net debt
We define “net debt” as total borrowings less cash and cash equivalents.
US$ in thousands
 
December 31, 2020
   
June 30, 2020

Borrowings
         
Non-current
 
$
4,217
   
$
3,782
 
Current
   
37,701
     
27,476
 
   
$
41,918
   
$
31,258
 
Leases
               
Non-current
   
72,587
     
62,044
 
Current
   
10,858
     
12,668
 
   
$
83,445
   
$
74,712
 
Total Debt
 
$
125,363
   
$
105,970
 
Cash
   
74,615
     
21,870
 
Net debt
 
$
50,748
   
$
84,100