Concentrix Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS CONCENTRIX CORPORATION CONSOLIDATED BALANCE SHEETS (currency and share amounts in thousands, except par value) August 31, 2021 November 30, 2020 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 154,193 $ 152,656 Accounts receivable, net 1,131,416 1,081,481 Other current assets 175,217 189,239 Total current assets 1,460,826 1,423,376 Property and equipment, net 397,841 451,649 Goodwill 1,822,642 1,836,050 Intangible assets, net 695,285 798,959 Deferred tax assets 43,007 47,423 Other assets 589,839 620,099 Total assets $ 5,009,440 $ 5,177,556 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 78,618 $ 140,575 Current portion of long-term debt — 33,750 Payable to former parent — 22,825 Accrued compensation and benefits 418,329 419,715 Other accrued liabilities 342,908 371,072 Income taxes payable 48,937 20,725 Total current liabilities 888,792 1,008,662 Long-term debt, net 865,837 1,111,362 Other long-term liabilities 579,746 601,887 Deferred tax liabilities 109,310 153,560 Total liabilities 2,443,685 2,875,471 Commitments and contingencies (Note 15) Stockholders’ equity: Preferred stock, $ 0.0001 par value, 10,000 shares authorized as of August 31, 2021; no shares issued and outstanding as of August 31, 2021 — — Common stock, $ 0.0001 par value, 250,000 shares authorized as of August 31, 2021; 51,448 shares issued and outstanding as of August 31, 2021 5 — Additional paid-in capital 2,338,108 — Treasury stock, 93 shares as of August 31, 2021 ( 13,964 ) — Retained earnings 281,469 — Former parent company investment — 2,305,899 Accumulated other comprehensive loss ( 39,863 ) ( 3,814 ) Total stockholders’ equity 2,565,755 2,302,085 Total liabilities and stockholders’ equity $ 5,009,440 $ 5,177,556 (Amounts may not add due to rounding) The accompanying notes are an integral part of these consolidated financial statements. 2 CONCENTRIX CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (currency and share amounts in thousands, except per share amounts) (unaudited) Three Months Ended Nine Months Ended August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 Revenue $ 1,397,251 $ 1,163,694 $ 4,120,407 $ 3,418,676 Cost of revenue 915,910 751,161 2,670,287 2,215,783 Gross profit 481,341 412,533 1,450,120 1,202,893 Selling, general and administrative expenses 329,962 335,770 1,035,628 1,014,339 Operating income 151,379 76,763 414,492 188,554 Interest expense and finance charges, net 4,868 9,002 19,316 39,515 Other expense (income), net ( 5,858 ) 593 ( 5,601 ) ( 4,283 ) Income before income taxes 152,369 67,168 400,777 153,322 Provision for income taxes 42,615 21,771 119,308 53,138 Net income $ 109,754 $ 45,397 $ 281,469 $ 100,184 Earnings per common share: Basic $ 2.10 $ 0.88 $ 5.41 $ 1.94 Diluted $ 2.08 $ 0.88 $ 5.35 $ 1.94 Weighted-average common shares outstanding Basic 51,432 51,602 51,288 51,602 Diluted 52,061 51,602 51,914 51,602 (Amounts may not add due to rounding) The accompanying notes are an integral part of these consolidated financial statements. 3 CONCENTRIX CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (currency in thousands) (unaudited) Three Months Ended Nine Months Ended August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 Net income $ 109,754 $ 45,397 $ 281,469 $ 100,184 Other comprehensive income (loss): Unrealized gains (losses) of defined benefit plans, net of taxes of $ 0 and $ 98 for the three and nine months ended August 31, 2021, respectively, and $ 3,114 for the three and nine months ended August 31, 2020, respectively 2 ( 8,881 ) ( 446 ) ( 8,879 ) Unrealized gains (losses) on cash flow hedges during the period, net of taxes of $ 3,840 and $ 47 for the three and nine months ended August 31, 2021, respectively, and $( 8,677 ) and $( 8,934 ) for the three and nine months ended August 31, 2020, respectively ( 11,219 ) 26,086 ( 620 ) 26,860 Reclassification of net gains on cash flow hedges to net income, net of taxes of $ 1,400 and $ 6,940 for the three and nine months ended August 31, 2021, respectively, and $ 1,976 and $ 4,774 for the three and nine months ended August 31, 2020, respectively ( 4,091 ) ( 5,942 ) ( 20,617 ) ( 14,354 ) Total change in unrealized gains (losses) on cash flow hedges, net of taxes ( 15,310 ) 20,144 ( 21,237 ) 12,506 Foreign currency translation gains (losses), net of taxes of $ 0 for the three and nine months ended August 31, 2021 and 2020, respectively ( 56,105 ) 74,383 ( 14,366 ) 35,893 Other comprehensive income (loss) ( 71,413 ) 85,646 ( 36,049 ) 39,520 Comprehensive income $ 38,341 $ 131,043 $ 245,420 $ 139,704 (Amounts may not add due to rounding) The accompanying notes are an integral part of these consolidated financial statements. 4 CONCENTRIX CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (currency in thousands) (unaudited) Three and Nine Months Ended August 31, 2021 Common stock Additional paid-in capital Treasury stock Retained earnings Former parent company investment Accumulated other comprehensive income (loss) Total Balances, May 31, 2021 $ 5 $ 2,327,025 $ ( 527 ) $ 171,715 $ — $ 31,550 $ 2,529,768 Other comprehensive loss — — — — — ( 71,413 ) ( 71,413 ) Share-based compensation activity — 11,083 — — — — 11,083 Repurchase of common stock for tax withholdings on equity awards — — ( 13,437 ) — — — ( 13,437 ) Net income — — — 109,754 — — 109,754 Balances, August 31, 2021 $ 5 $ 2,338,108 $ ( 13,964 ) $ 281,469 $ — $ ( 39,863 ) $ 2,565,755 Balances, November 30, 2020 $ — $ — $ — $ — $ 2,305,899 $ ( 3,814 ) $ 2,302,085 Other comprehensive loss — — — — — ( 36,049 ) ( 36,049 ) Reclassification of net former parent investment in Concentrix — 2,305,899 — — ( 2,305,899 ) — — Issuance of common stock at separation and spin-off 5 ( 5 ) — — — — — Share-based compensation activity — 32,214 — — — — 32,214 Repurchase of common stock for tax withholdings on equity awards — — ( 13,964 ) — — — ( 13,964 ) Net income — — — 281,469 — — 281,469 Balances, August 31, 2021 $ 5 $ 2,338,108 $ ( 13,964 ) $ 281,469 $ — $ ( 39,863 ) $ 2,565,755 (Amounts may not add due to rounding) The accompanying notes are an integral part of these consolidated financial statements. 5 CONCENTRIX CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (currency in thousands) (unaudited) Three and Nine Months Ended August 31, 2020 Common stock Additional paid-in capital Treasury stock Retained earnings Former parent company investment Accumulated other comprehensive (loss) income Total Balances, May 31, 2020 $ — $ — $ — $ — $ 1,588,748 $ ( 96,208 ) $ 1,492,540 Share-based compensation — — — — 3,834 — 3,834 Transfers from former parent — — — — ( 2,986 ) — ( 2,986 ) Other comprehensive income — — — — — 85,646 85,646 Hypothetical current tax expense recorded for separate return basis presentation — — — — 3,536 — 3,536 Net income — — — — 45,397 — 45,397 Balances, August 31, 2020 $ — $ — $ — $ — $ 1,638,529 $ ( 10,562 ) $ 1,627,967 Balances, November 30, 2019 $ — $ — $ — $ — $ 1,519,923 $ ( 50,082 ) $ 1,469,841 Share-based compensation — — — — 11,821 — 11,821 Transfers from former parent — — — — ( 2,986 ) — ( 2,986 ) Other comprehensive income — — — — — 39,520 39,520 Hypothetical current tax expense recorded for separate return basis presentation — — — — 9,587 — 9,587 Net income — — — — 100,184 — 100,184 Balances, August 31, 2020 $ — $ — $ — $ — $ 1,638,529 $ ( 10,562 ) $ 1,627,967 (Amounts may not add due to rounding) The accompanying notes are an integral part of these consolidated financial statements. 6 CONCENTRIX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (currency in thousands) (unaudited) Nine Months Ended August 31, 2021 August 31, 2020 Cash flows from operating activities: Net income $ 281,469 $ 100,184 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 105,371 93,488 Amortization 103,194 110,190 Non-cash share-based compensation expense 25,344 11,821 Provision for doubtful accounts ( 763 ) 5,477 Deferred income taxes ( 21,270 ) ( 25,721 ) Hypothetical current tax expense recorded for separate return basis presentation — 9,587 Unrealized foreign exchange (gain) loss ( 446 ) 12,666 Gain on divestitures and related transaction costs ( 13,197 ) — Other 66 ( 1,136 ) Changes in operating assets and liabilities: Accounts receivable, net ( 58,584 ) ( 11,592 ) Payable to former parent ( 22,825 ) 1,118 Accounts payable ( 42,290 ) 7,414 Other operating assets and liabilities ( 23,944 ) 75,081 Net cash provided by operating activities 332,125 388,577 Cash flows from investing activities: Repayments of loan to non-Concentrix subsidiary of former parent as part of its centralized treasury operations — ( 5,749 ) Purchases of property and equipment ( 112,869 ) ( 106,249 ) Acquisitions of business, net of cash acquired and refunds ( 3,279 ) ( 4,941 ) Proceeds from divestitures, net of cash sold 73,708 — Net cash used in investing activities ( 42,440 ) ( 116,939 ) Cash flows from financing activities: Repayments of the Credit Facility - Term Loan ( 200,000 ) — Proceeds from the Securitization Facility 1,042,000 — Repayments of the Securitization Facility ( 1,123,000 ) — Repayments of borrowings from former parent — ( 260,178 ) Proceeds from exercise of stock options 6,870 — Repurchase of common stock for tax withholdings on equity awards ( 13,964 ) — Net cash used in financing activities ( 288,094 ) ( 260,178 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 2,348 ) 2,121 Net (decrease) increase in cash, cash equivalents and restricted cash ( 757 ) 13,581 Cash, cash equivalents and restricted cash at beginning of year 156,351 83,514 Cash, cash equivalents and restricted cash at end of period $ 155,594 $ 97,095 Supplemental disclosure of non-cash investing activities: Accrued costs for property and equipment purchases $ 1,846 $ 12,659 (Amounts may not add due to rounding) The accompanying notes are an integral part of these consolidated financial statements. 7 CONCENTRIX CORPORATION NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (currency and share amounts in thousands, except per share amounts) NOTE 1— BACKGROUND AND BASIS OF PRESENTATION: Background Concentrix Corporation (“Concentrix,” the “CX business” or the “Company”) is a leading global provider of technology-infused Customer Experience (“CX”) solutions that help iconic and disruptive brands drive deep understanding, full lifecycle engagement, and differentiated experiences for their end-customers around the world. The Company provides end-to-end capabilities, including CX process optimization, technology innovation, front- and back-office automation, analytics and business transformation services to clients in five primary industry verticals. On December 1, 2020, the separation of the CX business (the “separation”) from SYNNEX Corporation (“SYNNEX” or the “former parent”) was completed through a tax-free distribution of all of the issued and outstanding shares of the Company’s common stock to SYNNEX stockholders (the “distribution” and, together with the separation, the “spin-off”). SYNNEX stockholders received one share of the Company’s common stock for each share of SYNNEX common stock held as of the close of business on November 17, 2020. As a result of the spin-off, the Company became an independent public company and the Company’s common stock commenced trading on the Nasdaq Stock Market (“Nasdaq”) under the symbol “CNXC” on December 1, 2020. In connection with the spin-off, on November 30, 2020, the Company entered into a separation and distribution agreement, an employee matters agreement, a tax matters agreement and a commercial agreement with SYNNEX to set forth the principal actions to be taken in connection with the spin-off and define the Company’s ongoing relationship with SYNNEX after the spin-off. Basis of presentation The accompanying interim unaudited consolidated financial statements have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The amounts as of November 30, 2020 have been derived from the Company’s annual audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the financial position of the Company and its results of operations and cash flows as of and for the periods presented. These interim consolidated financial statements should be read in conjunction with the annual audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2020. Prior to the spin-off on December 1, 2020 Prior to the spin-off, the CX business was held entirely within certain wholly-owned subsidiaries of SYNNEX dedicated to the CX business. As the separate legal entities that made up the CX business were not historically held by a single legal entity, the financial statements of the Company were prepared in connection with the expected separation and were derived from the SYNNEX consolidated financial statements and accounting records as if the Company had been operated on a stand-alone basis during the periods presented. Accordingly, for periods prior to December 1, 2020, the Company’s financial statements are presented on a combined basis, and for the periods subsequent to December 1, 2020, they are presented on a consolidated basis (all periods hereinafter are referred to as “consolidated financial statements”). All direct revenue and expenses attributable to the CX business, including 8 certain allocations of former parent costs and expenses, were separately maintained in a separate ledger in the legal entities that made up the CX business. As the separate legal entities that made up the CX business were not historically held by a single legal entity, former parent company investment was shown in lieu of stockholders’ equity in the prior year periods. All significant intercompany balances and transactions between the legal entities that comprised the CX business were eliminated. Management of the Company and the former parent considered allocations of former parent costs to be a reasonable reflection of the utilization of services by, or the benefits provided to, the Company. The allocations may not, however, have reflected the expense the Company would have incurred as a stand-alone company for those periods presented. Actual costs that may have been incurred if the Company had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and other strategic decisions. Prior to the spin-off, certain Concentrix legal entities in the United States jointly and severally guaranteed certain of SYNNEX’ borrowing arrangements and substantially all of the assets of these Concentrix legal entities secured SYNNEX’ obligations under the borrowing arrangements. Historically, Concentrix received or provided funding for acquisitions or ongoing operations as part of SYNNEX’ centralized treasury program. Accordingly, only cash amounts specifically recorded in the separate Concentrix ledger were reflected in the balance sheets. The Company reflected transfers of the cash from the former parent’s cash management system as loans or other accounts payable to the former parent or a reduction of accounts or loans receivable in the balance sheets based on the purpose for which the cash was provided by the former parent. Similarly, cash transfers to the former parent were reflected as reductions of loans or other accounts payable to the former parent or as loans receivable from the former parent. The cash payments and receipts were recorded in the statements of cash flows as operating or financing activities based on the nature of the transactions for which the funds were transferred between the Company and the former parent. Prior to the spin-off, operations of Concentrix were included in the consolidated U.S. federal, and certain state and local income tax returns filed by SYNNEX, where applicable. Concentrix also filed certain separate state, local and foreign tax returns. Income tax expense and other income tax related information contained in the financial statements prior to the spin-off were presented on a separate return basis, which required the Company to estimate tax expense as if the Company filed a separate return apart from SYNNEX. The income taxes of Concentrix as presented in the financial statements for these periods may not be indicative of the income taxes that Concentrix has incurred or will incur following the spin-off. Reclassifications Certain amounts in the consolidated financial statements related to the prior periods have been reclassified to conform to the current period’s presentation. Risks and uncertainties related to the COVID-19 pandemic In December 2019, there was an outbreak of a new strain of coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization in March 2020. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and labor force participation, and created significant volatility and disruption of financial markets. The Company successfully transitioned a significant portion of its workforce to a remote working environment throughout the second quarter of 2020 and implemented a number of safety and social distancing measures in our sites to protect the health and safety of employees. During the nine months ended August 31, 2021, almost all of the Company’s workforce was productive. The Company is unable to predict how long the pandemic conditions will persist in regions in which the Company operates, if or when countries or localities may experience an increase in COVID-19 cases, what additional measures may be introduced by governments or the Company’s clients in response to the pandemic generally or to an increase in COVID-19 cases in a particular country or locality, and the effect of any such additional measures on the Company’s business. As a result, many of the estimates and assumptions used in 9 preparation of these consolidated financial statements required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve with respect to the pandemic and the global recovery from the pandemic, the Company’s estimates may materially change in future periods. NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: For a discussion of the Company’s significant accounting policies, refer to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2020. Accounting pronouncements adopted during the nine months ended August 31, 2021 are discussed below. Concentration of credit risk For the three and nine months ended August 31, 2021, one client accounted for 11.9 % and 11.7 % of the Company’s consolidated revenue, respectively. For the three and nine months ended August 31, 2020, one client accounted for 11.8 % and 10.8 % of the Company’s consolidated revenue, respectively. As of August 31, 2021 and November 30, 2020, one client comprised 14.9 % and 16.2 %, respectively, of the Company’s total accounts receivable balance. Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued a new credit loss standard that replaces the current incurred loss impairment model with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. This standard became effective for the Company's fiscal year beginning December 1, 2020. The adoption did not have a material impact on the consolidated financial statements. Recently issued accounting pronouncements In March 2020, the FASB issued optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”) on financial reporting. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are elective and are effective upon issuance for all entities through December 31, 2022. The Company is currently evaluating the impact of the new guidance. In December 2019, the FASB issued new guidance that simplifies the accounting for income taxes. The guidance is effective for annual reporting periods beginning after December 15, 2020, and interim periods within those reporting periods. Certain amendments should be applied prospectively, while other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance. In August 2018, the FASB issued new guidance to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The guidance requires the Company to disclose the weighted-average interest crediting rates used in cash balance pension plans. It also requires the Company to disclose the reasons for significant changes in the benefit obligation or plan assets, including significant gains and losses affecting the benefit obligation for the period. This standard is effective for fiscal years ending after December 15, 2020, and early adoption is permitted. The adoption is not expected to have a material impact on the Company’s consolidated financial statements. 10 NOTE 3— DIVESTITURES: In July 2021, the Company completed the sales of its insurance third-party administration operations and software platform, Concentrix Insurance Solutions (“CIS”), and another non-CX solutions business in separate transactions for total cash consideration of approximately $ 73,708 , both subject to customary post-closing adjustments. The divestitures generated a pre-tax gain of approximately $ 13,197 , net of related transaction costs. The gain on divestitures and related transaction costs are included in selling, general and administrative expenses in the consolidated statements of operations. The Company determined that the sales of the businesses did not qualify as discontinued operations. The results of the sold businesses’ operations are included within the Company’s statements of operations for fiscal year 2021 through the sales dates in July 2021 . NOTE 4— SHARE-BASED COMPENSATION: In November 2020, in connection with the spin-off, SYNNEX, as sole stockholder of Concentrix, approved the Concentrix Corporation 2020 Stock Incentive Plan (the “Concentrix Stock Incentive Plan”) and the Concentrix Corporation 2020 Employee Stock Purchase Plan (the “Concentrix ESPP”), each to be effective upon completion of the spin-off. 4,000 shares of Concentrix common stock were reserved for issuance under the Concentrix Stock Incentive Plan, and 1,000 shares of Concentrix common stock were authorized for issuance under the Concentrix ESPP. Prior to the spin-off, certain of the Company’s employees participated in a long-term incentive plan sponsored by SYNNEX. In connection with the completion of the spin-off and pursuant to the employee matters agreement with SYNNEX, each outstanding SYNNEX share-based award as of the distribution date was converted into either (a) SYNNEX and Concentrix share-based awards, each with the same number of shares as the original SYNNEX award, or (b) a share-based award of only SYNNEX common stock or only Concentrix common stock, with an adjustment to the number of shares to preserve the value of the award. As a result of the conversion of awards, on December 1, 2020, 827 restricted stock awards and restricted stock units and 684 stock options were issued under the Concentrix Stock Incentive Plan. Following the conversion, it was determined that the share-based awards were modified in accordance with the applicable accounting guidance. As a result, the fair values of the share-based awards immediately before and after the modification were assessed in order to determine if the modification resulted in any incremental compensation cost related to the awards. Based on the analysis performed, including consideration of the anti-dilution feature contained in the SYNNEX stock incentive plan, it was determined that the conversion resulted in an immaterial amount of incremental compensation cost for the outstanding awards. On January 20, 2021, the Company granted 431 restricted stock awards and restricted stock units and 26 stock options under the Concentrix Stock Incentive Plan, representing annual employee stock awards for fiscal year 2020 and pro-rated non-employee director stock awards for the 2020-2021 service year. The employee grants were delayed from October 2020 to January 2021 due to the previously pending spin-off. On July 1, 2021, the Company granted 109 performance-based restricted stock units under the Concentrix Stock Incentive Plan. The performance-based restricted stock units will vest, if at all, upon the achievement of certain annual financial targets during the three-year period ending November 30, 2023. The Company recognizes share-based compensation expense for all share-based awards made to employees, including employee stock options, restricted stock awards, restricted stock units, performance-based restricted stock units and employee stock purchases, based on estimated fair values. The Company recorded share-based compensation expense in the consolidated statements of operations for the three and nine months ended August 31, 2021 and 2020 as follows: 11 Three Months Ended Nine Months Ended August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 Total share-based compensation $ 9,457 $ 3,929 $ 25,858 $ 12,031 Tax benefit recorded in the provision for income taxes ( 2,364 ) ( 982 ) ( 6,464 ) ( 3,008 ) Effect on net income $ 7,093 $ 2,947 $ 19,394 $ 9,023 Share-based compensation expense is included in selling, general and administrative expenses in the consolidated statements of operations. NOTE 5— BALANCE SHEET COMPONENTS: Cash, cash equivalents and restricted cash: The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows: As of August 31, 2021 November 30, 2020 Cash and cash equivalents $ 154,193 $ 152,656 Restricted cash included in other current assets 1,401 3,695 Cash, cash equivalents and restricted cash $ 155,594 $ 156,351 Restricted cash balances relate primarily to restrictions placed by banks on cash collateral for the issuance of bank guarantees and the terms of a government grant. Accounts receivable, net: Accounts receivable, net is comprised of the following: As of August 31, 2021 November 30, 2020 Billed accounts receivable $ 657,873 $ 644,789 Unbilled accounts receivable 479,494 445,655 Less: Allowance for doubtful accounts ( 5,951 ) ( 8,963 ) Accounts receivable, net $ 1,131,416 $ 1,081,481 Allowance for doubtful trade receivables: Presented below is a progression of the allowance for doubtful trade receivables: Three Months Ended Nine Months Ended August 31, August 31, 2021 2020 2021 2020 Balance at beginning of period $ 5,513 $ 10,873 $ 8,963 $ 6,055 Net additions (reductions) 1,369 ( 641 ) ( 763 ) 5,477 Write-offs and reclassifications ( 931 ) ( 2,435 ) ( 2,249 ) ( 3,735 ) Balance at end of period $ 5,951 $ 7,797 $ 5,951 $ 7,797 12 Property and equipment, net: The following tables summarize the carrying amounts and related accumulated depreciation for property and equipment as of August 31, 2021 and November 30, 2020: As of August 31, 2021 November 30, 2020 Land $ 27,759 $ 29,000 Equipment, computers and software 469,329 476,243 Furniture and fixtures 90,850 90,944 Buildings, building improvements and leasehold improvements 354,738 336,194 Construction-in-progress 7,577 10,115 Total property and equipment, gross $ 950,253 $ 942,496 Less: Accumulated depreciation ( 552,412 ) ( 490,847 ) Property and equipment, net $ 397,841 $ 451,649 Shown below are the countries where 10% or more of the Company’s property and equipment, net are located: As of August 31, 2021 November 30, 2020 Property and equipment, net: United States $ 99,528 $ 149,903 Philippines 82,184 87,686 India 46,718 46,642 Others 169,411 167,418 Total $ 397,841 $ 451,649 Goodwill: The following table summarizes the changes in the Company’s goodwill for the nine months ended August 31, 2021: Balance as of November 30, 2020 $ 1,836,050 Acquisition 3,502 Divestitures ( 14,690 ) Foreign exchange translation ( 2,220 ) Balance as of August 31, 2021 $ 1,822,642 Intangible assets, net: The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of August 31, 2021 and November 30, 2020: As of August 31, 2021 As of November 30, 2020 Gross amounts Accumulated amortization Net amounts Gross amounts Accumulated amortization Net amounts Customer relationships $ 1,362,259 $ ( 669,651 ) $ 692,608 $ 1,389,341 $ ( 595,024 ) $ 794,317 Technology 10,892 ( 8,683 ) 2,209 14,830 ( 11,045 ) 3,785 Trade names 6,817 ( 6,349 ) 468 6,846 ( 5,989 ) 857 $ 1,379,968 $ ( 684,683 ) $ 695,285 $ 1,411,017 $ ( 612,058 ) $ 798,959 13 Estimated future amortization expense of the Company’s intangible assets is as follows: Fiscal years ending November 30, 2021 (remaining three months) $ 33,824 2022 115,664 2023 101,531 2024 85,020 2025 74,978 Thereafter 284,268 Total $ 695,285 Accumulated other comprehensive income (loss): The components of accumulated other comprehensive income (loss) (“AOCI”), net of taxes, were as follows: Three Months Ended August 31, 2021 and 2020 Unrecognized gains (losses) on defined benefit plan, net of taxes Unrealized gains (losses) on cash flow hedges, net of taxes Foreign currency translation gain (losses), net of taxes Total Balance, May 31, 2020 $ ( 29,938 ) $ 9,885 $ ( 76,155 ) $ ( 96,208 ) Other comprehensive income (loss) before reclassification ( 8,881 ) 26,086 74,383 91,588 Reclassification of gains from other comprehensive income (loss) — ( 5,942 ) — ( 5,942 ) Balances at August 31, 2020 $ ( 38,819 ) $ 30,029 $ ( 1,772 ) $ ( 10,562 ) Balance, May 31, 2021 $ ( 39,032 ) $ 23,312 $ 47,270 $ 31,550 Other comprehensive income (loss) before reclassification 2 ( 11,219 ) ( 56,105 ) ( 67,322 ) Reclassification of gains from other comprehensive income (loss) — ( 4,091 ) — ( 4,091 ) Balances at August 31, 2021 $ ( 39,030 ) $ 8,002 $ ( 8,835 ) $ ( 39,863 ) 14 Nine Months Ended August 31, 2021 and 2020 Unrecognized gains (losses) on defined benefit plan, net of taxes Unrealized gains (losses) on cash flow hedges, net of taxes Foreign currency translation gains (losses), net of taxes Total Balance, November 30, 2019 $ ( 29,940 ) $ 17,523 $ ( 37,665 ) $ ( 50,082 ) Other comprehensive income (loss) before reclassification ( 8,879 ) 26,860 35,893 53,874 Reclassification of gains from other comprehensive income (loss) — ( 14,354 ) — ( 14,354 ) Balances at August 31, 2020 $ ( 38,819 ) $ 30,029 $ ( 1,772 ) $ ( 10,562 ) Balance, November 30, 2020 $ ( 38,584 ) $ 29,239 $ 5,531 $ ( 3,814 ) Other comprehensive income (loss) before reclassification ( 446 ) ( 620 ) ( 14,366 ) ( 15,432 ) Reclassification of gains from other comprehensive income (loss) — ( 20,617 ) — ( 20,617 ) Balances at August 31, 2021 $ ( 39,030 ) $ 8,002 $ ( 8,835 ) $ ( 39,863 ) Refer to Note 6 for the location of gains and losses on cash flow hedges reclassified from other comprehensive income (loss) to the consolidated statements of operations. Reclassifications of amortization of actuarial (gains) losses of defined benefits plans is recorded in “Other expense (income), net” in the consolidated statement of operations. Restructuring: The following table presents the activity related to liabilities for restructuring charges of previous acquisitions for the three and nine months ended August 31, 2021 and 2020: Three Months Ended August 31, 2021 and 2020 Restructuring costs Severance and benefits Facility and exit costs Total Accrued balance as of May 31, 2020 $ 526 $ 10,548 $ 11,074 Additional (release of) accrual during the period ( 214 ) 336 122 Cash payments ( 219 ) ( 2,362 ) ( 2,581 ) Accrued balance as of August 31, 2020 $ 93 $ 8,522 $ 8,615 Accrued balance as of May 31, 2021 $ — $ 14,194 $ 14,194 Additional accrual during the period — 62 62 Cash payments — ( 990 ) ( 990 ) Accrued balance as of August 31, 2021 $ — $ 13,266 $ 13,266 15 Nine Months Ended August 31, 2021 and 2020 Restructuring costs Severance and benefits Facility and exit costs Total Accrued balance as of November 30, 2019 $ 2,828 $ 14,164 $ 16,992 Additional (release of) accrual during the period ( 535 ) 451 ( 84 ) Cash payments ( 2,200 ) ( 6,093 ) ( 8,293 ) Accrued balance as of August 31, 2020 $ 93 $ 8,522 $ 8,615 Accrued balance as of November 30, 2020 $ — $ 17,810 $ 17,810 Release of accrual during the period — ( 348 ) ( 348 ) Cash payments — ( 4,196 ) ( 4,196 ) Accrued balance as of August 31, 2021 $ — $ 13,266 $ 13,266 NOTE 6— DERIVATIVE INSTRUMENTS: In the ordinary course of business, the Company is exposed to foreign currency risk and credit risk. The Company enters into transactions, and owns monetary assets and liabilities, that are denominated in currencies other than the legal entity’s functional currency. The Company may enter into forward contracts, option contracts, or other derivative instruments to offset a portion of the risk on expected future cash flows, earnings, net investments in certain non-U.S. legal entities and certain existing assets and liabilities. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange or interest rates. Generally, the Company does not use derivative instruments to cover equity risk and credit risk. The Company’s hedging program is not used for trading or speculative purposes. All derivatives are recognized on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded in the consolidated statements of operations, or as a component of AOCI in the consolidated balance sheets, as discussed below. Cash Flow Hedges To protect gross margins from fluctuations in foreign currency exchange rates, certain of the Company’s legal entities with functional currencies that are not U.S. dollars may hedge a portion of forecasted revenue or costs not denominated in the entities’ functional currencies. These instruments mature at various dates through August 2023. Gains and losses on cash flow hedges are recorded in AOCI until the hedged item is recognized in earnings. Deferred gains and losses associated with cash flow hedges of foreign currency revenue are recognized as a component of “Revenue” in the same period as the related revenue is recognized, and deferred gains and losses related to cash flow hedges of costs are recognized as a component of “Cost of revenue” or “Selling, general and administrative expenses” in the same period as the related costs are recognized. Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Deferred gains and losses in AOCI associated with such derivative instruments are reclassified into earnings in the period of de-designation. Any subsequent changes in fair value of such derivative instruments are recorded in earnings unless they are re-designated as hedges of other transactions. Non-Designated Derivatives The Company uses short-term forward contracts to offset the foreign exchange risk of assets and liabilities denominated in currencies other than the functional currency of the respective entities. These contracts, which are not designated as hedging instruments, mature or settle within twelve months. Derivatives that are not designated as 16 hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates. Fair Values of Derivative Instruments in the Consolidated Balance Sheets The fair values of the Company’s derivative instruments are disclosed in Note 7 and summarized in the table below: As of Balance Sheet Line Item August 31, 2021 November 30, 2020 Derivative instruments not designated as hedging instruments: Foreign exchange forward contracts (notional value) $ 1,232,201 $ 1,153,352 Other current assets 11,392 15,666 Other accrued liabilities 8,673 6,215 Derivative instruments designated as cash flow hedges: Foreign exchange forward contracts (notional value) $ 870,844 $ 814,731 Other current assets and other assets 18,033 38,212 Other accrued liabilities and other long-term liabilities 7,292 309 Volume of activity The notional amounts of foreign exchange forward contracts represent the gross amounts of foreign currency, including, principally, the Philippine Peso, the Indian Rupee, the Euro, the British Pound, the Canadian Dollar and the Japanese Yen, that will be bought or sold at maturity. The notional amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding and do not represent the amount of the Company’s exposure to credit or market loss. The Company’s exposure to credit loss and market risk will vary over time as currency rates change. 17 The Effect of Derivative Instruments on AOCI and the Consolidated Statements of Operations The following table shows the gains and losses, before taxes, of the Company’s derivative instruments designated as cash flow hedges and not designated as hedging instruments in other comprehensive income (“OCI”), and the consolidated statements of operations for the periods presented: Locations of gain (loss) in income Three Months Ended Nine Months Ended August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 Derivative instruments designated as cash flow hedges (Losses) gains recognized in OCI: Foreign exchange forward contracts $ ( 15,059 ) $ 34,764 $ ( 666 ) $ 35,795 Gains reclassified from AOCI into income: Foreign exchange forward contracts Gain reclassified from AOCI into income Cost of revenue for services $ 3,839 $ 5,567 $ 19,801 $ 13,322 Gain reclassified from AOCI into income Selling, general and administrative expenses 1,652 2,351 7,756 5,806 Total $ 5,491 $ 7,918 $ 27,557 $ 19,128 Derivative instruments not designated as hedging instruments: (Loss) gain recognized from foreign exchange forward contracts, net (1) Other income (expense), net $ ( 13,388 ) $ 24,783 $ 4,653 $ 26,963 (1) The gains and losses largely offset the currency gains and losses that resulted from changes in the assets and liabilities denominated in nonfunctional currencies. There were no material gain or loss amounts excluded from the assessment of effectiveness. Existing net gains in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are $ 10,306 . Offsetting of Derivatives In the consolidated balance sheets, the Company does not offset derivative assets against liabilities in master netting arrangements. Credit exposure for derivative financial instruments is limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed the Company’s obligations to the counterparties. The Company manages the potential risk of credit losses through careful evaluation of counterparty credit standing and selection of counterparties from a limited group of financial institutions. 18 NOTE 7— FAIR VALUE MEASUREMENTS: The Company’s fair value measurements are classified and disclosed in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following table summarizes the valuation of the Company’s investments and financial instruments that are measured at fair value on a recurring basis: As of August 31, 2021 As of November 30, 2020 Fair value measurement category Fair value measurement category Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 99,719 $ 99,719 $ — $ — $ 60,242 $ 60,242 $ — $ — Foreign government bond 1,476 1,476 — — 1,355 1,355 — — Forward foreign currency exchange contracts 29,425 — 29,425 — 53,878 — 53,878 — Liabilities: Forward foreign currency exchange contracts $ 15,965 $ — $ 15,965 $ — $ 6,524 $ — $ 6,524 $ — The Company’s cash equivalents consist primarily of highly liquid investments in money market funds and term deposits with maturity periods of three months or less. The carrying values of cash equivalents approximate fair value since they are near their maturity. Investment in foreign government bond classified as available-for-sale debt security is recorded at fair value based on quoted market prices. The fair values of forward exchange contracts are measured based on the foreign currency spot and forward rates quoted by the banks or foreign currency dealers. Fair values of long-term foreign currency exchange contracts are measured using valuations based upon quoted prices for similar assets and liabilities in active markets and are valued by reference to similar financial instruments, adjusted for terms specific to the contracts. The effect of nonperformance risk on the fair value of derivative instruments was not material as of August 31, 2021 and November 30, 2020. The carrying values of term deposits with maturities less than one year, accounts receivable and accounts payable approximate fair value due to their short maturities and interest rates that are variable in nature. The carrying values of the outstanding balance on the Term Loan under the Company’s Credit Facility and the outstanding balance on the Securitization Facility approximate their fair values since they bear interest rates that are similar to existing market rates. During the three and nine months ended August 31, 2021 and 2020, there were no transfers between the fair value measurement category levels. 19 NOTE 8— BORROWINGS: Borrowings consist of the following: As of August 31, 2021 November 30, 2020 Credit Facility - current portion of Term Loan component $ — $ 33,750 Credit Facility - Term Loan component $ 700,000 $ 866,250 Securitization Facility 169,000 250,000 Long-term debt, before unamortized debt discount and issuance costs 869,000 1,116,250 Less: unamortized debt discount and issuance costs ( 3,163 ) ( 4,888 ) Long-term debt, net $ 865,837 $ 1,111,362 Credit Facility On October 16, 2020, Concentrix entered into a senior secured credit facility, which provides for the extension of revolving loans of up to $ 600,000 (the “Revolver”) and term loan borrowings of up to $ 900,000 (the “Term Loan” and, together with the Revolver, the “Credit Facility”). On November 30, 2020, in connection with the spin-off, the Company incurred $ 900,000 of initial Term Loan borrowings under the Credit Facility. Substantially all of the proceeds from such indebtedness, net of debt issuance costs, were transferred to SYNNEX on November 30, 2020 to eliminate debt owed by Concentrix to SYNNEX and in exchange for the contribution of certain Concentrix trademarks from SYNNEX to Concentrix. The Credit Facility matures on November 30, 2025. Beginning May 31, 2021, the outstanding principal amount of the Term Loan was payable in quarterly installments of $ 11,250 with the unpaid balance due in full on the maturity date. Concentrix may prepay the loans under the Credit Facility at any time without penalty, other than breakage fees. During the nine months ended August 31, 2021, the Company paid $ 200,000 of the principal balance on the Term Loan. Concentrix may request, subject to obtaining commitments from any participating lenders and certain other conditions, incremental commitments to increase the amount of the Revolver or the Term Loan available under the Credit Facility in an aggregate principal amount of up to $ 450,000 , plus an additional amount, so long as after giving effect to the incurrence of such additional amount, the Company’s pro forma first lien leverage ratio (as defined in the Credit Facility) would not exceed 3.00 to 1.00. Obligations under the Credit Facility are secured by substantially all of the assets of Concentrix and certain of its U.S. subsidiaries and are guaranteed by certain of its U.S. subsidiaries. Borrowings under the Revolver and the Term Loan bear interest, in the case of LIBOR rate loans, at a per annum rate equal to the applicable LIBOR rate (but not less than 0.25 %), plus an applicable margin, which ranges from 1.25 % to 2.25 %, based on Concentrix’ consolidated leverage ratio. Borrowings under the Credit Facility that are not LIBOR rate loans bear interest at a per annum rate equal to (i) the greatest of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1.0%, (b) the rate of interest last publicly announced by Bank of America as its “prime rate” and (c) the LIBOR rate plus 1.0 %, plus (ii) an applicable margin, which ranges from 0.25 % to 1.25 %, based on Concentrix’ consolidated leverage ratio. Commitments under the Revolver are subject to a commitment fee on the unused portion of the Revolver, which fee ranges from 25 to 45 basis points, based on Concentrix’ consolidated leverage ratio. The Credit Facility contains various loan covenants that restrict the ability of Concentrix and its subsidiaries to take certain actions, including, incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, repurchase or redemption of capital stock, making certain investments, entering into certain transactions 20 with affiliates or changing the nature of their business. In addition, the Credit Facility contains financial covenants that require Concentrix to maintain at the end of each fiscal quarter, (i) a consolidated leverage ratio (as defined in the Credit Facility) not to exceed 3.75 to 1.0 and (ii) a consolidated interest coverage ratio (as defined in the Credit Facility) equal to or greater than 3.00 to 1.0. The Credit Facility also contains various customary events of default, including payment defaults, defaults under certain other indebtedness, and a change of control of Concentrix. At August 31, 2021 and November 30, 2020, no amounts were outstanding under the Revolver. Securitization Facility On October 30, 2020, Concentrix entered into a $ 350,000 accounts receivable securitization facility (the “Securitization Facility”) pursuant to certain agreements, including a Receivables Financing Agreement and a Receivables Purchase Agreement. On November 30, 2020, in connection with the spin-off, the Company incurred $ 250,000 of borrowings under the Securitization Facility. Substantially all of the proceeds from such indebtedness were transferred to SYNNEX on November 30, 2020 to eliminate debt owed by Concentrix to SYNNEX and in exchange for the contribution of certain Concentrix trademarks from SYNNEX to Concentrix. Under the Securitization Facility, Concentrix and certain of its subsidiaries (the “Originators”) sell or otherwise transfer all of their accounts receivable to a special purpose bankruptcy-remote subsidiary of Concentrix (the “Borrower”) that grants a security interest in the receivables to the lenders in exchange for available borrowings of up to $ 350,000 . The amount received under the Securitization Facility is recorded as debt on the Company’s consolidated balance sheets. Borrowing availability under the Securitization Facility may be limited by our accounts receivables balances, changes in the credit ratings of the clients comprising the receivables, client concentration levels in the receivables, and certain characteristics of the accounts receivable being transferred (including factors tracking performance of the accounts receivable over time). In May 2021, the Company entered into an amendment of the Securitization Facility to remove CIS as an Originator. The Securitization Facility has a termination date of October 28, 2022. Borrowings under the Securitization Facility bear interest with respect to loans that are funded through the issuance of commercial paper at the applicable commercial paper rate plus a spread of 1.05 % and, otherwise, at a per annum rate equal to the applicable LIBOR rate plus a spread of 1.15 %. Concentrix is also obligated to pay a monthly undrawn fee that ranges from 30 to 37.5 basis points based on the portion of the Securitization Facility that is undrawn. The Securitization Facility contains various affirmative and negative covenants, including a consolidated leverage ratio covenant that is consistent with the Credit Facility and customary events of default, including payment defaults, defaults under certain other indebtedness, a change in control of Concentrix, and certain events negatively affecting the overall credit quality of the transferred accounts receivable. The Borrower’s sole business consists of the purchase or acceptance through capital contributions of the receivables and related security from the Originators and the subsequent retransfer of or granting of a security interest in such receivables and related security to the administrative agent under the Securitization Facility for the benefit of the lenders. The Borrower is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the Borrower’s assets prior to any assets or value in the Borrower becoming available to the Borrower’s equity holders, and the assets of the Borrower are not available to pay creditors of Concentrix and its subsidiaries. Covenant compliance As of August 31, 2021, Concentrix was in compliance with all covenants for the above arrangements. 21 NOTE 9— EARNINGS PER SHARE: Basic and diluted earnings per common share ( “ EPS ” ) are computed using the two-class method, which is an earnings allocation formula that determines EPS for each class of common stock and participating securities, according to dividends declared and participation rights in undistributed earnings. The Company’s restricted stock awards are considered participating securities because they are legally issued at the grant date and holders have a non-forfeitable right to receive dividends. Basic EPS is generally computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is generally computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potential dilutive shares of common stock been issued. The dilutive effect of restricted stock units and stock options are reflected in diluted net income per share by applying the treasury stock method. There were no Concentrix equity awards outstanding prior to the spin-off, thus the computation of basic and diluted earnings per common share for all prior year periods disclosed is calculated using the shares issued in connection with the spin-off of 51.6 million shares. Three Months Ended Nine Months Ended August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 Basic earnings per common share: Net income $ 109,754 $ 45,397 $ 281,469 $ 100,184 Less: net income allocated to participating securities (1) ( 1,669 ) — ( 3,992 ) — Net income attributable to common stockholders $ 108,085 $ 45,397 $ 277,477 $ 100,184 Weighted-average number of common shares - basic 51,432 51,602 51,288 51,602 Basic earnings per common share $ 2.10 $ 0.88 $ 5.41 $ 1.94 Diluted earnings per common share: Net income $ 109,754 $ 45,397 $ 281,469 $ 100,184 Less: net income allocated to participating securities (1) ( 1,649 ) — ( 3,945 ) — Net income attributable to common stockholders $ 108,105 $ 45,397 $ 277,524 $ 100,184 Weighted-average number of common shares - basic 51,432 51,602 51,288 51,602 Effect of dilutive securities: Stock options and restricted stock units 629 — 626 — Weighted-average number of common shares - diluted 52,061 51,602 51,914 51,602 Diluted earnings per common share $ 2.08 $ 0.88 $ 5.35 $ 1.94 (1) Restricted stock awards granted to employees by the Company are considered participating securities. 22 NOTE 10— REVENUE: Disaggregated revenue In the following table, the Company’s revenue is disaggregated by primary industry verticals: Three Months Ended Nine Months Ended August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 Industry vertical: Technology and consumer electronics $ 448,104 $ 360,365 $ 1,278,199 $ 1,012,275 Communications and media 256,461 240,718 760,111 714,966 Retail, travel and ecommerce 241,662 191,118 712,629 558,412 Banking, financial services and insurance 210,730 165,961 648,630 526,948 Healthcare 113,749 91,838 354,391 274,128 Other 126,545 113,693 366,447 331,947 Total $ 1,397,251 $ 1,163,694 $ 4,120,407 $ 3,418,676 Deferred revenue contract liabilities and deferred costs to obtain or fulfill a contract are not material. NOTE 11— TRANSACTIONS WITH FORMER PARENT: The Company provides certain services related to its core business to SYNNEX, its former parent. Revenue from customer experience services to former parent is included within revenue in the statements of operations. The cost associated with such services is reported as cost of revenue in the statements of operations. The Company purchases certain products from SYNNEX and, through November 30, 2020, recorded compensation expense for share-based awards granted by SYNNEX to Concentrix employees. Prior to November 30, 2020, the Company received allocations of corporate expenses by way of a monthly management fee and received financing for acquisition and operations under the terms of intra-SYNNEX group borrowing arrangements. Prior to December 1, 2020, the Company consisted of the CX business of SYNNEX and thus, transactions with SYNNEX were considered related party transactions. On December 1, 2020, in connection with the spin-off, the Company became an independent publicly-traded company. The following table presents the Company’s related party transactions with SYNNEX for the three and nine months ended August 31, 2020: August 31, 2020 Three Months Ended Nine Months Ended Revenue from customer experience services to former parent $ 5,273 $ 15,371 Interest expense on borrowings from former parent 9,654 41,513 Interest income on borrowings made to former parent 723 1,705 Corporate allocations 394 1,181 Share-based compensation 3,929 12,031 As of November 30, 2020, the payable to former parent and its non-Concentrix subsidiaries was primarily trade in nature. Prior to the spin-off, SYNNEX had issued guarantees to certain of the Company’s clients to guarantee the performance obligations of the Company’s legal entities. These SYNNEX guarantees were released or replaced by Concentrix guarantees on or prior to the spin-off. 23 In connection with the spin-off, on November 30, 2020, the Company entered into a separation and distribution agreement, an employee matters agreement, a tax matters agreement and a commercial agreement with SYNNEX to set forth the principal actions to be taken in connection with the spin-off and define the Company’s ongoing relationship with SYNNEX after the spin-off. NOTE 12— PENSION AND EMPLOYEE BENEFITS PLANS: The Company has a 401(k) plan in the United States under which eligible employees may contribute up to the maximum amount as provided by law. Employees become eligible to participate in the 401(k) plan on the first day of the month after their employment date. The Company may make discretionary contributions under the plan. Employees in most of the Company’s non-U.S. legal entities are covered by government mandated defined contribution plans. During the three and nine months ended August 31, 2021, the Company contributed $ 27,503 and $ 66,644 , respectively, to defined contribution plans. During the three and nine months ended August 31, 2020, the Company contributed $ 17,927 and $ 48,365 , respectively, to defined contribution plans. Defined Benefit Plans The Company has defined benefit pension or retirement plans for eligible employees in certain non-U.S. legal entities. Benefits under these plans are primarily based on years of service and compensation during the years immediately preceding retirement or termination of participation in the plans. In addition, the Company has a frozen defined benefit pension plan, which includes both a qualified and non-qualified portion, for all eligible employees in the U.S. (“the cash balance plan”) and unfunded defined benefit plans for certain eligible employees in the Philippines, Malaysia and France. The pension benefit formula for the cash balance plan is determined by a combination of compensation, age-based credits and annual guaranteed interest credits. The qualified portion of the cash balance plan has been funded through contributions made to a trust fund. The plan valuation assumptions are evaluated annually and are updated as deemed necessary. Net benefit costs related to defined benefit plans were $ 6,288 and $ 12,971 , during the three and nine months ended August 31, 2021, respectively. Net benefit costs related to defined benefit plans were $ 3,875 and $ 9,816 , during the three and nine months ended August 31, 2020, respectively. On an aggregate basis, the plans were underfunded by $ 127,173 and $ 134,399 at August 31, 2021 and November 30, 2020, respectively. NOTE 13— INCOME TAXES: Income taxes consist of current and deferred tax expense resulting from income earned in domestic and international jurisdictions. For the three and nine months ended August 31, 2020, although the Company was included in the consolidated tax returns of SYNNEX in certain jurisdictions, the Company’s tax provision was recorded as if Concentrix had filed its taxes on a stand-alone basis. As a result, Concentrix calculated a hypothetical tax as part of the SYNNEX consolidated group, which resulted in an expense adjustment to increase the income tax provision by $ 3,536 and $ 9,587 , respectively, for the three and nine months ended August 31, 2020. The offset to the hypothetical tax expense was reflected in parent company investment, a component of equity in the Company’s consolidated balance sheet prior to the spin-off. The effective tax rates for the three and nine months ended August 31, 2021 and 2020 were impacted by the geographic mix of worldwide income and certain discrete items, which included an expense related to the sale of CIS of $ 3,745 and $ 12,991 for the three and nine months ended August 31, 2021. The liability for unrecognized tax benefits was $ 62,246 and $ 62,315 at August 31, 2021 and November 30, 2020, respectively, and is included in other long-term liabilities in the consolidated balance sheets. As of August 31, 2021 and November 30, 2020, the total amount of unrecognized tax benefits that would affect income tax expense if recognized in the consolidated financial statements was $ 54,752 and $ 54,910 , respectively. This amount includes net interest and penalties of $ 14,556 and $ 14,402 for the respective periods. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between approximately $ 11,000 and $ 28,000 in the next twelve months; however, actual developments in this area could differ from those currently expected. 24 NOTE 14— LEASES: The Company leases certain of its facilities and equipment under operating lease agreements, which expire in various periods through 2035. The Company’s finance leases are not material. The following table presents the various components of lease costs: Three Months Ended Nine Months Ended August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 Operating lease cost $ 50,340 $ 55,682 $ 152,903 $ 165,884 Short-term lease cost 4,205 1,624 11,732 7,891 Variable lease cost 9,774 11,078 29,908 28,965 Sublease income ( 368 ) ( 52 ) ( 1,259 ) ( 186 ) Total operating lease cost $ 63,951 $ 68,332 $ 193,284 $ 202,554 The following table presents a maturity analysis of expected undiscounted cash flows for operating leases on an annual basis for the next five years and thereafter as of August 31, 2021: Fiscal Years Ending November 30, 2021 (remaining three months) $ 49,030 2022 181,923 2023 142,800 2024 103,827 2025 65,578 Thereafter 45,573 Total payments 588,731 Less: imputed interest* 71,732 Total present value of lease payments $ 516,999 *Imputed interest represents the difference between undiscounted cash flows and discounted cash flows. The following amounts were recorded in the consolidated balance sheets related to the Company’s operating leases: As of August 31, 2021 November 30, 2020 Operating lease ROU assets Other assets, net $ 499,111 $ 506,368 Current operating lease liabilities Other accrued liabilities 153,882 163,052 Non-current operating lease liabilities Other long-term liabilities 363,117 373,644 The following table presents supplemental cash flow information related to the Company’s operating leases. Cash payments related to variable lease costs and short-term leases are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below: Nine Months Ended August 31, 2021 August 31, 2020 Cash paid for amounts included in the measurement of lease liabilities $ 157,920 $ 152,094 Non-cash ROU assets obtained in exchange for lease liabilities 116,085 66,664 25 The weighted-average remaining lease term and discount rate as of August 31, 2021 and November 30, 2020 were as follows: As of August 31, 2021 November 30, 2020 Weighted-average remaining lease term (years) 3.89 3.97 Weighted-average discount rate 5.62 % 6.97 % NOTE 15— COMMITMENTS AND CONTINGENCIES: From time to time, the Company receives notices from third parties, including customers and suppliers, seeking indemnification, payment of money or other actions in connection with claims made against them. Also, from time to time, the Company has been involved in various bankruptcy preference actions where the Company was a supplier to the companies now in bankruptcy. In addition, the Company is subject to various other claims, both asserted and unasserted, that arise in the ordinary course of business. The Company evaluates these claims and records the related liabilities. It is possible that the ultimate liabilities could differ from the amounts recorded. Under the separation and distribution agreement with SYNNEX, the Company agreed to indemnify SYNNEX, each of its subsidiaries and each of their respective directors, officers and employees from and against all liabilities allocated to Concentrix under the separation and distribution agreement, which are generally those liabilities that relate to the CX business and the Company’s business activities, whether incurred prior to or after the spin-off. Under the tax matters agreement with SYNNEX, if the spin-off fails to qualify for tax-free treatment, the Company is generally required to indemnify SYNNEX for any taxes resulting from the spin-off (and related costs and other damages) to the extent such amounts result from (1) an acquisition of all or a portion of the Company’s equity securities or assets by any means, (2) any action or failure to act by the Company after the distribution affecting the voting rights of the Company’s stock, (3) other actions or failures to act by the Company, or (4) certain breaches of the Company’s agreements and representations in the tax matters agreement. The Company’s indemnification obligations to SYNNEX and its subsidiaries, officers, directors and employees are not limited by any maximum amount. The Company does not believe that the above commitments and contingencies will have a material adverse effect on the Company’s results of operations, financial position or cash flows. NOTE 16— SUBSEQUENT EVENTS: In September 2021, the Company’s Board of Directors (the “Board”) declared a quarterly dividend of $ 0.25 per share. The dividend will be payable in cash on November 2, 2021, to shareholders of record at the close of business on October 22, 2021. In addition, the Board has authorized the Company to purchase up to $ 500 million of the Company’s outstanding shares of common stock from time to time as market and business conditions warrant, including through open market purchases or Rule 10b5-1 trading plans. The repurchase program has no termination date and may be suspended or discontinued at any time. 26