Final Results

 28 September 2016

IBEX Global Solutions Plc

("IBEX", "IBEX Global, "the Company" or "the Group")

Final Results for the Year Ended 30 June 2016

IBEX Global Solutions Plc (AIM: IBEX), a leading provider of contact centre services and other business process outsourcing (BPO) solutions, is pleased to announce its final results for the year ended 30 June 2016.

Financial Highlights:

· Total Group revenue up 7.0% to $255.5 million (2015: $238.8 million)

· Adjusted gross profit (excluding depreciation and amortisation) of $51.4 million (2015: $45.7 million)

· Adjusted gross profit margin of 20.1% (2015: 19.1%)

· Adjusted EBITDA* of $17.9 million (2015: $16.6 million)

· Adjusted EBITDA* margin of 7.0% (2015: 6.9%)

· Profit before tax of $7.1 million (2015: $7.2 million)

· Net income of $6.5 million (2015: $6.4 million), equating to fully diluted EPS of 16.37 cents per share (2015: 16.19 cents per share)

· Net assets of $27.6 million as of 30 June 2016 (30 June 2015: $25.5 million)

· Net debt of $32.5 million as of 30 June 2016 (30 June 2015: $18.6 million)

· Intention to declare final dividend of 6.6 cents per share, representing a total dividend for the year of 11.7 cents per share 

Operational Highlights:

· Improved and expanded Offshore and Nearshore operations, both of which contribute higher margin

· Investments made to improve facilities in Pakistan and transform Senegal operations

· Continued to be awarded additional work by existing client base

· Won a number of blue-chip new clients which will support growth and profit performance

· Selling, general & administrative (SG&A) expenses adjusted for depreciation at 13.1% of revenue, compares favourably to industry standards of 15-28%

· Number of employees as of 30 June 2016 in excess of 15,500, up approximately 24% on prior period

*Adjusted for share-based payment, exceptional items and other income

Muhammad Ziaullah Khan Chishti, Chairman of the Group, commented:

"In his first full year as Chief Executive, Bob Dechant has made great progress in not only improving the financial performance of the Company but also in establishing a platform for future continued success.

"IBEX has managed to diversify its geographical and industry operations and enhance margin contribution, whilst also driving revenue growth from both our existing client base and new client wins. As such, I believe we are well placed to deliver better than market revenue growth and achieve double-digit EBITDA margins."

For further information, please visit www.ibexglobal.com or contact:

CHAIRMAN'S STATEMENT

I am pleased to announce this set of strong results, which marks the first full year under Bob Dechant's stewardship, and shows excellent progress in all key metrics across the Group as we continue to deliver efficiently against our growth strategy announced in February 2016. Our financial performance reflects not only very encouraging growth in volumes with existing clients, but also, importantly, an expansion in our client base. This success has been delivered through a combination of continued investment in front line call centre agents and new facilities, as well as the hard work and dedication of all our employees.

Financial Results

Revenues in the year to 30 June 2016 were $255.5 million, representing strong improvement compared with the previous year (2015: $238.8 million) and adjusted EBITDA (excluding share-based payment, exceptional items and other income) was $17.9 million (2015: $16.6 million), reflecting growth of 7.0% and 7.8%, respectively. Profit before tax was $7.1 million (2015: $7.2 million).

Operationally, previous investment in the Group's infrastructure continues to deliver improved efficiencies and capabilities which allow us to provide, we believe, world-class services to our growing client base. The Group performed well in each of its chosen geographies with a strong improvement in our Offshore operations in the Philippines. We also expanded our business into the Nearshore regions of Nicaragua and Jamaica launched mid-year and then took the strategic decision to invest further in our Jamaica facility, following greater than expected client demand. Whilst this investment resulted in an increase in capex and impacted negatively on EBITDA, the investment should lead to increased revenues and margins in fiscal year 2017 and beyond. A further pleasing trend, now consistently represented across reporting periods, has been the winning of new blue chip clients. We believe this highlights IBEX's growing presence as the provider of choice amongst the most successful class of global businesses.

Dividend

The Board hereby indicates its intent to pay a final dividend of 6.6 cents per share, representing a total dividend for the year of 11.7 cents per share. The final dividend will be declared ahead of the Annual General Meeting, and expected to be paid before the end of the calendar year, in line with previous periods.

IBEX is well-positioned to continue on its successful path and deliver world-class services for clients, opportunity for employees and growing shareholder value and returns. We look forward to the future with confidence.

Muhammad Ziaullah Khan Chishti

Chairman's STRATEGIC REPORT

Business and Financial Review

IBEX delivered a strong performance, both operationally and financially, during the fiscal year 2016. Operational improvements and strategic investment not only helped us to achieve significant increases in both revenues and profitability for the year under review but have also placed us in a strong position for further, continued growth in the years to come. The Group's organic growth, consistently delivered over successive periods, has continued to outperform industry averages and reflects the advantages of our business model. As a Group we are focused on enhancing IBEX's position as preferred BPO provider verses our larger competitors by delivering superior services to our clients and maintaining high levels of client satisfaction. We repay the confidence they show in us by helping them to better service their own end customers. This approach not only grows volumes with existing clients but also provides the Group with a steady stream of new client wins.

Key Financial Performance Indicators (KPIs)

The principal KPIs used by the Board in measuring the performance of the Group continue to be Revenue, Cost of Sales, Selling, General & Administrative (SG&A) expenses, Adjusted EBITDA, Net Income and Net Debt.

It is important to note that the comparative figures for 2015 included considerable one-off project revenues of $5.2 million. Therefore, we have also included the comparative figures excluding those revenues in the proforma column below to provide an illustration of the ongoing, repeatable business of the period against 2015.

The Income Statement KPIs above are in line with the Board's expectations.

Revenue for the year grew 7.0% to $255.5 million (2015: $238.8 million), or by 9.4% when excluding one-off items in the prior year (2015: $233.6 million). Whilst the growth in revenues was driven primarily by increasing business from our existing client base, of which our top four clients grew at 5%, the overall percentage of revenue contributed by them decreased slightly, a trend that we will look to continue as we attract further clients across various geographical and industrial verticals.

Adjusted EBITDA was 7.8% ahead of last year at $17.9 million (2015: $16.6 million). The main reason for this is the delivery against the Group's strategic objectives which has resulted in improved operations, driving greater efficiencies and also in concentrating on higher margin areas of growth. The Company sees the expansion of its presence in both the Offshore and Nearshore markets as a key part of its strategy to achieve double digit Adjusted EBITDA margins and will look to build a greater proportion of business in its Offshore and Nearshore markets.

As announced on 14 July 2016, Adjusted EBITDA was impacted by two factors, the Group's strategic decision to build its own facility in Jamaica in the fourth quarter to cater for excess client demand, and separately a merger between two existing clients which created higher than anticipated operating costs while we converted to a new integrated delivery model in the US region in the second half of the year. The Group expects to benefit from the Jamaica investment from the current period onwards, whilst the costs relating to the merger were a one-off event.

Profit before tax for the year slightly declined to $7.1 million; however on a proforma basis excluding one-off items, increased 255% (2015: $7.2 million) with fully diluted earnings per share slightly higher than the prior year at 16.37 cents (2015: 16.19 cents). Net debt (third party borrowings less cash and cash equivalents of $6.2 million) at the end of the year increased to $32.5 million (2015: $18.6 million), primarily through greater utilisation of line of credit due to decelerated receivables towards the close of financial year.

Operational Review

The Company has stated its target of achieving double digit EBITDA margins while developing the Company into a more repeatable and predictable business. I am pleased to report that we have made solid progress on these fronts. Importantly, as well as delivering improved financial performance for the year under review we believe we have made strategic investments in the business which will continue to provide further improvements to both the top and bottom line in the years to come.

In particular, the Group has had great success in improving and expanding its Offshore and Nearshore operations with over 1600 seats of new capacity, both of which contribute higher margin. Our sales and client facing teams have had great success in selling over 75% of this new capacity.

Nearshore operations were successfully established in the year in both Jamaica and Nicaragua with two blue chip clients launching in each of these territories with over 1100 seats of new capacity. Our Jamaica operations were initially established in conjunction with a partner. However, it soon became evident that the opportunity in that geography was significant enough to warrant further investment. As such, the Group took the strategic decision to exit its partnership relationship with a local Jamaican operator and build its own 720 seat facility which became operational on 1 July 2016. Whilst this had an impact on the year's EBITDA performance as a result of paying higher fees to the partner for the early exit and the associated costs for the buildout of our new facility, we believe it will prove of great benefit over the coming years. The facility provides IBEX with additional capacity to look after additional client operations in the current period and beyond with minimal additional capex required. Our Nicaragua business operations, with 450 seats of capacity, extends our capabilities to provide very good bilingual English and Spanish services (a key offering to clients providing goods or services to the Hispanic population) and has gone through successful launches whilst having ample capacity for growth for FY17.

In total, revenues from the Offshore and Nearshore operations totalled 39% of Group revenue compared with 28% in 2015. In order to achieve our target of double digit EBITDA margins, the Group will look to further increase the proportion of Group revenue that comes from Offshore and Nearshore operations, both through increasing the volume of work executed and clients in those geographies but also through maximising the efficiency and output of our US operations.

Our International business made good strides as well. In the second half of the fiscal year, we began efforts in transforming our Senegal operations to be a new, low cost alternative to support the French market. We believe this market to be a viable alternative to the Tunisia and Moroccan geographies with competitive labour rates, great French speaking skills, and limited competition. Investments were also made in improving and expanding our facilities in Pakistan. These investments paid off quickly as we were able to win significant business with a major mobile/telco operator in Pakistan at the end of the period which we expect to make a positive impact in the current period.

The Company also made great strides in improving important operational KPI's across the Group. Our agent employee satisfaction - the key driver for success - for FY16 measured at 92% companywide with the Philippines leading the way at 96% satisfied. This stronger focus on employee engagement in particular at our Offshore operations in the Philippines helped to greatly improve our agent retention rates, which naturally resulted in a much better performance. We believe that during the course of this year we have been able to build our Philippines operations into being best-in-class and we are confident that we will continue to see a strong performance in the coming years.

As the Group continues to grow and expand the vertical and geographical markets which we serve, it is important that we continue to invest into the business and get the right experience and talent in place. I am therefore delighted that on 17 August 2016 Bruce Dawson was appointed as our Chief Sales and Client Services Officer. Bruce joined us from Atento, one of the major global players in our industry, where he was Director of Nearshore and US. Bruce's experience will help us to build an industry best sales engine and client management model whilst our ability to attract somebody of his calibre also underlines our growing standing in the market place. This key appointment will enable Julie Casteel to focus on Strategic Client Relationships and Marketing for the Company as we continue to define our unique position in the market.

Analysis of our revenue growth by clients shows a pleasing mix of additional work by our existing client base, which we believe reflects their growing confidence in our abilities, as well as a number of new clients, which will support our growth and performance beyond the current reporting period and enable us to become less dependent on our top few clients.

With regards our existing client base, revenue growth was underpinned by:

· A global telecommunications provider where we were able to expand geographically into the Philippines and Nicaragua as well as expand Line of Businesses (LOBs) support. The result was a near threefold increase in volume and agents and was pursuant to a series of acquisitions by our client.

· A leading client in the television services and broadband internet industry expanded its business sourced from IBEX by adding a supplemental line of business serviced by the Group's US and Philippines sites as well as launching in its new Jamaica site.

Of note within the new customer wins, contracts were signed with four large companies, spanning the insurance, home solutions and transportation services industries. Several of these new clients have already expanded with us into new geographies. These wins continue to highlight our value proposition of delivering great performance for our clients across many different markets at competitive price points. We remain committed to our investment in new business development across a diversified set of verticals and we will look to grow our base of new clients in the coming quarters.

IBEX benefits from a lean, efficient operating overhead structure. Our SG&A adjusted for depreciation is at 13.1% of revenues, which is generally lower than the 15-28% expected from our competitors. Consequently, IBEX has a strong operating leverage associated with its business model. This, coupled with a focus on the excellence of our operational execution, means that clients entrust greater portions of their outsourcing spend to IBEX.

Our Marketplace and Outlook

The customer contact management industry is highly fragmented. The size of the outsourced portion of the customer contact management industry worldwide was estimated at approximately $64.0 billion in 2014, according to International Data Corporation ("IDC"), an industry research firm. IDC also estimates that the outsourced portion of the customer contact industry is expected to grow to approximately $81.0 billion by 2018, a compound annual growth rate of 6.1% from 2014 to 2018. According to Ovum, an industry research firm, it is estimated that no single outsourcer has more than five percent of the total agent positions worldwide.

The Board believes that IBEX provides the ideal alternative to the largest providers in the industry with our extensive footprint, robust offerings, exceptional service delivery model, complemented with speed and flexibility. As a result over the last several years, IBEX has consistently achieved greater than market growth and we anticipate this year will provide further opportunities. Our core clients continue to deliver growing volumes and additional services to us and we remain confident that our sales and client teams will deliver new client wins which will diversify our revenue streams, in line with our strategy.

The improvement in our Philippine operations has been pleasing and we are excited by the opportunities available at our Nearshore operations. Additionally, our International operations should benefit further in the current fiscal year from the launch with a major mobile/telco client in Pakistan which took place in June 2016. The increased capex investment this year should benefit the Group in the coming years as we fill the additional capacity it has created. Whilst we would expect capex spend to be lower in the current fiscal year, the Board will continue to take advantage of strategic opportunities which present themselves, such as our decision to build our own facility in Jamaica, to maximise the benefit for all stakeholders in the coming years.

We have a positive trajectory as we move into the new fiscal year. The success that we had in engineering a stronger business and management team is positioning us for success in fiscal year 2017. Whilst our clients continue to refine their strategies and their geographies within which they choose to operate, we believe that the overall business is on a good footing to meet our client requirements. We anticipate the majority of our growth to be driven in our Offshore and Nearshore regions, and the investments we have made to strengthen our sales team are seeing early positive returns. In early August, we launched in the Philippines with a new strategic client who is a leader in the Television and Media services. Additionally, we are gearing up for a major launch in our Jamaica centre with a Fortune 25 client in late September. Whilst these are new relationships, it is reinforcement that our value proposition is strong, our reputation is growing, and our future is very bright.

The Board of IBEX recognises that changes to the macro-backdrop can quickly affect the business. Whilst regulatory and legislative issues, the 2016 U.S. Presidential election, and various new minimum wage statutes at state and federal levels may impact on the US economy, we are confident in our business and our team's ability to successfully deal with any challenges we encounter and continue to build upon our business.

Our goal is to continue to grow faster than the market whilst improving our bottom line performance. We firmly believe we can deliver on this. The Group has begun the new fiscal year well and with our focus on people, product and execution, the Board looks forward to the future with confidence.

We would like to thank our shareholders, clients, employees and Board members for your confidence and support.

Robert Dechant

Chief Executive Officer

Consolidated Statement of Comprehensive Income

For the Year ended 30 June 2016

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statement of Financial Position

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statement of Changes in Equity

For the year ended 30 June 2016 

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statement of Cash FlowsFor the year ended 30 June 2016

The accompanying notes are an integral part of these consolidated financial statements.

(1) Nature of the business

IBEX Global Solutions Plc (the Holding Company or the Parent Company) was incorporated on 26 March 2013 as IBEX Global Solutions Limited and was re-registered as a public limited company on 4 June 2013. Its registered office is 3rd Floor, 5 Lloyds Avenue, London EC3N 3AE. The Holding Company was incorporated under the Companies Act 2006 with a fiscal year end of 30 June. On 28 June 2013, the Holding Company was admitted to trade on the Alternative Investment Market (AIM), a market operated by the London Stock Exchange Group Plc.

IBEX Global Solutions Plc and subsidiaries (IBEX, IBEX Global, IBEX Group or the Group) is a global portfolio of companies in the contact centre and related business process outsourcing (BPO) business, with operations in the United States, Philippines, the United Kingdom, Pakistan, Senegal, Jamaica and Nicaragua. Service offerings include customer care support, business and consumer inbound and outbound telesales and technical support services. IBEX Group also offers enabling technology solutions including Interactive Voice Response (IVR).

The IBEX Group consists of:

(2) Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), including International Accounting Standards (IAS), and International Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted by the European Union (IFRS as adopted by the EU) and the Companies Act 2006 applicable to companies reporting under IFRS.

The consolidated financial statements have been prepared under the going concern assumption.

The financial information, which comprises the consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows and related notes, does not constitute full accounts within the meaning of s435 (1) and (2) of the Companies Act 2006. The auditors have reported on the Group statutory accounts for each of the years ended 30 June 2015 and 30 June 2016 which do not contain any statement under s498 of the Companies Act 2006 and are unqualified. The statutory accounts for the year ended 30 June 2015 have been delivered to the Registrar of Companies and the statutory accounts for the year ended 30 June 2016 will be filed with the Registrar of Companies in due course.

(3) Ultimate parent undertaking and controlling entity

The Ultimate Parent Company, The Resource Group International Limited (TRGI), is incorporated in Bermuda. The parent entity of the largest group to include the IBEX Group in its consolidated financial statements is TRGI, and its financial statements are not publicly available. The ultimate controlling party of the Group are the Directors of TRGI.

(4) Operating segments

These consolidated financial statements have been prepared on the basis of a single operating segment. Whilst the Group operates in different locations, there are no multiple products or lines of services upon which the results reported to the Chief Operating Decision Maker are segregated and analysed.

94.6% and 93.6% of the total revenue was earned from customers in the United States of America for the years ended 30 June 2016 and 2015, respectively.

The following table summarises those non-related party customers with revenue or accounts receivable in excess of 5.0% total revenue or total receivables for the years ended 30 June 2016 and 2015. The revenue analysis below does not form part of the Group's segmental reporting but is provided voluntarily.

* In July 2015, two of the Group's major clients merged.

The above clients are primarily Fortune 100 and/or Fortune 500 companies.

Revenues are attributed to geographic areas based upon the location in which the sale originated. The Holding Company is domiciled in the United Kingdom.

Non-current assets located outside of the United Kingdom comprises the majority of assets of TRG Customer Solutions Inc., IBEX Philippines Inc. and IBEX Global Solutions (Philippines) Inc. The non-current assets outside of the UK as at 30 June 2016 and 2015 are as follows:

(5) Finance costs

(6) Exceptional items

Stephen M. Kezirian resigned as CEO and left his post as Executive Director effective 7 October 2014, and by agreement provided transition assistance through to 31 December 2014. The financial terms of the aforementioned agreement have been reflected in the disclosure above.

(7) Other intangible assets

Allocation of amortisation charge in the consolidated statement of comprehensive income is as follows:

Details of intangible assets held under financing arrangements are as follows:

In June 2014, one of the subsidiaries of the Parent Company entered into a financing arrangement with IBM Credit LLC to finance the purchase of software licenses from Microsoft Corporation (see Note 13).

(8) Property and equipment

Details of property and equipment held under finance lease and financing arrangements are as follows:

(9) Other non-current assets

Other non-current assets consist of the following:

On 31 March 2013, the Holding Company entered into a contract of Standard Terms and Conditions with SatMap Inc. (SatMap), subsequently amended on 31 March 2013 and April 2013 (the contract and the two amendments collectively, Agreement). Under the Agreement, the Holding Company (a) issued additional share capital of $1.0 million to TRGI, direct parent of the Holding Company and the indirect parent of SatMap; and (b) issued a note in the amount of $1.0 million payable to SatMap. In exchange, the Holding Company received an asset of $2.0 million in dedicated data services (up to 2000 call-centre seats) from SatMap to be amortised over 120 months. The asset represents an advance payment for the proprietary artificial intelligence and pattern recognition technology invented and developed by SatMap (SatMap Services). The SatMap Services integrate with call-centre telephony and agent staffing to connect in real time customers with agents most likely to produce improved performance and service in call outcomes for such customers. As of 14 October 2013, the Holding Company (with the consent of SatMap) assigned all of its rights and obligations under the Agreement and the note to TRG Customer Solutions, Inc. d/b/a IBEX Global Solutions, Inc. (IBEX US), which assumed all such rights and obligations. The assignment and assumption of the Agreement and the note enables IBEX US to use the SatMap Services in its call centres. IBEX US deploys the SatMap Services in its call centres to enhance performance and as a value-added differentiator for its clients, producing more revenue for both the clients and IBEX US. The total value (net of amortisation) of this asset as of 30 June 2016 is $1.4 million, of which $1.2 million is classified as a non-current asset (long-term prepayment), and $0.2 million is classified as a current asset. The total value (net of amortisation) of this asset as of 30 June 2015 is $1.6 million, of which $1.4 million is classified as a non-current asset (long-term prepayment), and $0.2 million is classified as a current asset.

(10) Trade and other receivables

Trade and other receivables, which are stated at fair value, consist of the following:

Provision for doubtful debts

(11) Cash and cash equivalents

Cash and cash equivalents consist of the following:

(12) Liabilities against assets subject to finance lease

Liabilities against assets subject to finance lease are secured by the related assets held under finance leases. Future minimum lease payments at 30 June 2016 and 2015 are as follows:

These lease arrangements have interest rates ranging from 6.0% to 8.0% and 5.0% to 10.0% for the years ended 30 June 2016 and 30 June 2015, respectively. At the end of the lease term, the ownership of the assets shall be transferred to the respective entities of the Group.

(13) Financing arrangements

In June 2014, the US subsidiary of the Holding Company (TRG Customer Solutions, Inc., TRG CS or IBEX US) entered into a $3.3 million three-year financing agreement (IBM Agreement) with IBM Credit LLC (IBM) to finance the purchase of software licenses (under a Select Agreement) from Microsoft Corporation (Microsoft). In June 2014, IBEX US also entered into a three-year Enterprise Agreement with Microsoft for the use of certain cloud software services for approximately $1.1 million in year one, with minimum service commitments of approximately $50,000 in each of years two and three. The monthly financing payments under the IBM Agreement are approximately $103,000 per month for 36 months which began in July 2014. The monthly payments under the Microsoft Enterprise Agreement during year one were approximately $100,000 per month which began in July 2014, with minimum monthly service commitments of approximately $4,000 in each of years two and three.

IBEX US acquired the Microsoft software licenses and cloud services to accommodate the needs of the IBEX Group and to facilitate the acquisition by the Holding Company's parent, TRGI, of software for TRGI and its non-IBEX subsidiaries. Consequently, TRGI, the Holding Company and IBEX US have entered into an agreement as of July 2014 under which the Holding Company has sub-licensed to TRGI the use, for a fixed monthly consideration (that includes a management fee / mark-up), of that portion of the software and services purchased that correspond to the requirements of TRGI and its non-IBEX subsidiaries. The management fee of $1.4 million and $2.7 million for the years ended 30 June 2016 and 2015, respectively, was shown as Other Income (2016: $1.2 million, 2015: $1.3 million) and set-off against Cost of Sales (2016: $52 thousand, 2015: $1.2 million) and Finance Costs (2016: $0.1 million, 2015: $0.2 million) in the consolidated statement of comprehensive income.

In addition, IBEX US has financed the purchase of various property and equipment and software during the fiscal year 2016 and 2015 with CIT Finance LLC (CIT) and IBM. As of 30 June 2016 and 2015, IBEX US has financed $12.2 million and $9.8 million, respectively, of assets with CIT and IBM at the interest rates ranging from 6.0% to 8.0% per annum for the years ended 30 June 2016 and 2015. Also in the fiscal year 2016, IBEX US availed of a non-revolving line of credit from PNC to finance capital expenditures (Note 15).

As of 30 June 2016 and 2015, the outstanding liabilities from these transactions are shown in the consolidated statement of financial position as follows:

Future minimum lease payments to IBM and CIT at 30 June 2016 and 2015 are as follows:

(14) Other non-current liabilities

(15) Working capital line of credit

On 8 November 2013, a subsidiary of IBEX (the Subsidiary) signed a Revolving Credit and Security Agreement with PNC for a new $35.0 million Revolving Line Of Credit (RLOC) to replace the Capital Source Bank $20.0 million RLOC. The said agreement will mature on 7 November 2016 and promises an interest rate of LIBOR +2.50% and or the PNC Commercial Lending Rate (as publically announced) +0.25%. During the course of the fiscal year 2014, the Subsidiary entered into a waiver and an amendment (Amendment 1) whereby PNC waived the Borrowers technical non-compliance with a certain covenant cap. On 2 October 2014, the Subsidiary entered into an amendment (Amendment 2) whereby PNC increased the caps associated with certain covenants, increased indebtedness, and waived past technical covenant non-compliance events.

In this agreement, the Subsidiary derived value from the choice of interest rates, depending on the rate selected. This value changes in response to the changes in the various interest rates alternatives. Thus, a derivative is embedded within the loan commitment, i.e. the facility terms which are agreed for a fixed period until 2016. The part of the value associated with the loan commitment derivative (the embedded derivative part) is derived from the potential interest rate differential between the alternative rates, i.e. it creates economic characteristics that are different to a typical loan commitment.

The Subsidiary assessed that the derivative is considered to be closely related and is not separated as part of the loan commitment due to the following factors: (1) the instrument can be settled in a way that PNC would recover substantially all of its investment (the borrowed principal) since the derivative only impacts the choice in interest rate; and (2) PNC will not generate a rate of return that is at least twice that of the market return because no matter which rate is selected, each interest rate alternative available to the Subsidiary (each of the PNC, FFOR and 2 LIBOR rates) represents a market rate of interest and would be impacted in the same way by market factors.

During the course of the fiscal year 2015 the Subsidiary entered into an amendment (Amendment 3) whereby PNC increased caps associated with certain covenants. On 19 June 2015 the Subsidiary entered into an amendment (Amendment 4) whereby PNC consented to permit the Subsidiary to sell specific receivables to Citibank, N.A. On 26 June 2015, the Subsidiary entered into an amendment (Amendment 5) whereby PNC increased the RLOC to $40.0 million, with a potential increase of up to a total of $50.0 million (subject to PNC approval and conditions), included a $10.0 million non-revolving line of credit to finance capital expenditures, reduced the interest rate to LIBOR +1.75% and/or the PNC Commercial Lending Rate for domestic loans, extended the maturity date to May 2020, and included certain standard financial covenants.

On 30 June 2016 the Subsidiary entered into an amendment (Amendment 6) whereby PNC extended a $6.0 million Term Loan A which will be amortised in 36 consecutive equal monthly instalments. PNC would also extend a $4.0 million Term Loan B to be also amortised in 36 consecutive equal monthly instalments and would be drawn down subject to certain conditions. The maximum amount of Equipment Loan shall now be $3.0 million.

On 22 July 2016 the Subsidiary entered into an amendment (Incremental Amendment 6) with PNC RSCA to further define the clauses in Amendment 6 without changing the main terms. Under Amendment 6 as well as Incremental Amendment 6 the Subsidiary is required to enter into a Lender-Provided Interest Rate Hedge in an amount not less than fifty percent (50%) of Term Loan A and Term Loan B within a specified period from their respective funding. The Subsidiary has therefore entered into a Lender-Provided Interest Rate Hedge on 15 August 2016 in relation to Term Loan A.

(16) Trade and other payables

(17) Earnings per share

(a) Basic

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Holding Company by the weighted average number of ordinary shares in issue during the year.

(b) Diluted

Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares that could be issued from options outstanding for less than the average market price. As of 30 June 2016 and 2015, the reconciliation of the weighted average number of shares for the purposes of diluted earnings per share to the weighted average number of ordinary shares used in the calculation of basic earnings per share is as follows:

(18) Cash generated from operations

(19) Capital risk management

The Board's objective is to maintain a capital structure that supports the Group's strategic objectives and shareholders' value. The Group's capital consists of cash and cash equivalents, debt balances (working capital line of credit, long-term and short-term lease liabilities, and term loan) and equity attributable to equity holders.

The following table summarises the Capital of the Group:

The Group leverages the Working Capital Revolving Line of Credit to fund its working capital cycle as necessary. These borrowings, together with cash generated through operations, may be loaned internally or contributed as equity to certain subsidiaries.

(20) Contingencies

The Group and its subsidiaries are subject to claims and lawsuits filed in the ordinary course of business. Management does not anticipate that the outcome of any of the proceedings will have a material adverse effect on the Group's business results, operations, liquidity, or financial condition. Although management does not believe that any such proceedings will have material adverse effect, no assurances to that effect can be given based on the uncertainty of litigation and demands of third parties.

(21) Net debt