Concentrix Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS CONCENTRIX CORPORATION CONSOLIDATED BALANCE SHEETS (currency and share amounts in thousands, except par value) May 31, 2023 November 30, 2022 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 152,896 $ 145,382 Accounts receivable, net 1,394,012 1,390,474 Other current assets 205,149 218,476 Total current assets 1,752,057 1,754,332 Property and equipment, net 394,464 403,829 Goodwill 2,903,594 2,904,402 Intangible assets, net 910,784 985,572 Deferred tax assets 44,892 48,541 Other assets 554,214 573,092 Total assets $ 6,560,005 $ 6,669,768 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 148,679 $ 161,190 Current portion of long-term debt — — Accrued compensation and benefits 418,221 506,966 Other accrued liabilities 399,539 395,304 Income taxes payable 41,045 68,663 Total current liabilities 1,007,484 1,132,123 Long-term debt, net 2,130,960 2,224,288 Other long-term liabilities 490,120 511,995 Deferred tax liabilities 77,179 105,458 Total liabilities 3,705,743 3,973,864 Commitments and contingencies (Note 14) Stockholders’ equity: Preferred stock, $ 0.0001 par value, 10,000 shares authorized and no shares issued and outstanding as of May 31, 2023 and November 30, 2022, respectively — — Common stock, $ 0.0001 par value, 250,000 shares authorized; 52,619 and 52,367 shares issued as of May 31, 2023 and November 30, 2022, respectively, and 51,178 and 51,096 shares outstanding as of May 31, 2023 and November 30, 2022, respectively 5 5 Additional paid-in capital 2,459,234 2,428,313 Treasury stock, 1,441 and 1,271 shares as of May 31, 2023 and November 30, 2022, respectively ( 214,172 ) ( 190,779 ) Retained earnings 912,204 774,114 Accumulated other comprehensive loss ( 303,009 ) ( 315,749 ) Total stockholders’ equity 2,854,262 2,695,904 Total liabilities and stockholders’ equity $ 6,560,005 $ 6,669,768 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 Six Months Ended May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022 Revenue $ 1,614,706 $ 1,568,101 $ 3,251,110 $ 3,104,153 Cost of revenue 1,034,481 1,009,185 2,089,724 2,007,103 Gross profit 580,225 558,916 1,161,386 1,097,050 Selling, general and administrative expenses 417,659 402,004 842,773 792,393 Operating income 162,566 156,912 318,613 304,657 Interest expense and finance charges, net 47,213 12,973 81,203 21,743 Other expense (income), net 9,383 ( 2,545 ) 13,097 ( 10,161 ) Income before income taxes 105,970 146,484 224,313 293,075 Provision for income taxes 27,120 33,451 57,593 69,503 Net income before non-controlling interest 78,850 113,033 166,720 223,572 Less: Net income (loss) attributable to non-controlling interest — ( 109 ) — 157 Net income attributable to Concentrix Corporation $ 78,850 $ 113,142 $ 166,720 $ 223,415 Earnings per common share: Basic $ 1.51 $ 2.16 $ 3.20 $ 4.27 Diluted $ 1.51 $ 2.14 $ 3.18 $ 4.23 Weighted-average common shares outstanding: Basic 51,181 51,564 51,165 51,596 Diluted 51,392 51,990 51,457 51,995 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 Six Months Ended May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022 Net income before non-controlling interest $ 78,850 $ 113,033 $ 166,720 $ 223,572 Other comprehensive income (loss): Unrealized gains (losses) of defined benefit plans, net of taxes of $( 289 ) and $( 180 ) for the three and six months ended May 31, 2023, respectively, and $ 0 and $ 0 for the three and six months ended May 31, 2022, respectively 1,051 ( 7 ) 499 766 Unrealized gains (losses) on cash flow hedges during the period, net of taxes of $ 1,752 and $( 797 ) for the three and six months ended May 31, 2023, respectively, and $ 4,440 and $ 5,387 for the three and six months ended May 31, 2022, respectively ( 5,261 ) ( 12,944 ) 2,393 ( 15,704 ) Reclassification of net losses on cash flow hedges to net income, net of taxes of $( 1,014 ) and $( 2,948 ) for the three and six months ended May 31, 2023, respectively, and $( 1,078 ) and $( 846 ) for the three and six months ended May 31, 2022, respectively 3,044 3,138 8,851 2,465 Total change in unrealized gains (losses) on cash flow hedges, net of taxes ( 2,217 ) ( 9,806 ) 11,244 ( 13,239 ) Foreign currency translation, net of taxes of $ 0 for the three and six months ended May 31, 2023 and 2022, respectively ( 16,246 ) ( 54,995 ) 997 ( 68,834 ) Other comprehensive income (loss) ( 17,412 ) ( 64,808 ) 12,740 ( 81,307 ) Comprehensive income 61,438 48,225 179,460 142,265 Less: Comprehensive income (loss) attributable to non-controlling interest — ( 109 ) — 157 Comprehensive income attributable to Concentrix Corporation $ 61,438 $ 48,334 $ 179,460 $ 142,108 The accompanying notes are an integral part of these consolidated financial statements. 4 CONCENTRIX CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (currency and share amounts in thousands) (unaudited) Three and Six Months Ended May 31, 2023 Concentrix Corporation Stockholders’ Equity Common stock Treasury stock Shares Amount Additional paid-in capital Shares Amount Retained earnings Accumulated other comprehensive income (loss) Total stockholders’ equity Balances, February 28, 2023 52,595 $ 5 $ 2,447,418 1,400 $ ( 208,996 ) $ 847,671 $ ( 285,597 ) $ 2,800,501 Other comprehensive loss — — — — — — ( 17,412 ) ( 17,412 ) Share-based compensation activity 24 — 11,816 — — — — 11,816 Repurchase of common stock for tax withholdings on equity awards — — — 2 ( 236 ) — — ( 236 ) Repurchase of common stock — — — 39 ( 4,940 ) — — ( 4,940 ) Dividends — — — — — ( 14,317 ) — ( 14,317 ) Net income — — — — — 78,850 — 78,850 Balances, May 31, 2023 52,619 $ 5 $ 2,459,234 1,441 $ ( 214,172 ) $ 912,204 $ ( 303,009 ) $ 2,854,262 Balances, November 30, 2022 52,367 $ 5 $ 2,428,313 1,271 $ ( 190,779 ) $ 774,114 $ ( 315,749 ) $ 2,695,904 Other comprehensive income — — — — — — 12,740 12,740 Share-based compensation activity 252 — 30,921 — — — — 30,921 Repurchase of common stock for tax withholdings on equity awards — — — 60 ( 8,452 ) — — ( 8,452 ) Repurchase of common stock — — — 110 ( 14,941 ) — — ( 14,941 ) Dividends — — — — — ( 28,630 ) — ( 28,630 ) Net income — — — — — 166,720 — 166,720 Balances, May 31, 2023 52,619 $ 5 $ 2,459,234 1,441 $ ( 214,172 ) $ 912,204 $ ( 303,009 ) $ 2,854,262 The accompanying notes are an integral part of these consolidated financial statements. 5 CONCENTRIX CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (currency and share amounts in thousands) (unaudited) Three and Six Months Ended May 31, 2022 Concentrix Corporation Stockholders’ Equity Common stock Treasury stock Redeemable non-controlling interest Shares Amount Additional paid-in capital Shares Amount Retained earnings Accumulated other comprehensive income (loss) Total stockholders’ equity Balances, February 28, 2022 $ 2,266 51,664 $ 5 $ 2,389,403 348 $ ( 60,040 ) $ 489,656 $ ( 87,025 ) $ 2,731,999 Other comprehensive loss — — — — — — — ( 64,808 ) ( 64,808 ) Net income attributable to non-controlling interest ( 109 ) — — — — — — — — Share-based compensation activity — ( 322 ) — 14,878 — — — — 14,878 Repurchase of common stock for tax withholdings on equity awards — — — — 1 ( 358 ) — — ( 358 ) Repurchase of common stock — — — — 367 ( 57,850 ) — — ( 57,850 ) Dividends — — — — — — ( 13,058 ) — ( 13,058 ) Net income — — — — — — 113,142 — 113,142 Balances, May 31, 2022 $ 2,157 51,342 $ 5 $ 2,404,281 716 $ ( 118,248 ) $ 589,740 $ ( 151,833 ) $ 2,723,945 Balances, November 30, 2021 $ — 51,594 $ 5 $ 2,355,767 333 $ ( 57,486 ) $ 392,495 $ ( 70,526 ) $ 2,620,255 Other comprehensive loss — — — — — — — ( 81,307 ) ( 81,307 ) Equity awards issued as acquisition purchase consideration — — — 15,725 — — — — 15,725 Acquisition of non-controlling interest in subsidiary 2,000 — — — — — — — — Net income attributable to non-controlling interest 157 — — — — — — — — Share-based compensation activity — ( 252 ) — 32,789 — — — — 32,789 Repurchase of common stock for tax withholdings on equity awards — — — — 16 ( 2,912 ) — — ( 2,912 ) Repurchase of common stock — — — — 367 ( 57,850 ) — — ( 57,850 ) Dividends — — — — — — ( 26,170 ) — ( 26,170 ) Net income — — — — — — 223,415 — 223,415 Balances, May 31, 2022 $ 2,157 51,342 $ 5 $ 2,404,281 716 $ ( 118,248 ) $ 589,740 $ ( 151,833 ) $ 2,723,945 The accompanying notes are an integral part of these consolidated financial statements. 6 CONCENTRIX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (currency in thousands) (unaudited) Six Months Ended May 31, 2023 May 31, 2022 Cash flows from operating activities: Net income before non-controlling interest $ 166,720 $ 223,572 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 76,386 73,174 Amortization 78,686 79,525 Non-cash share-based compensation expense 27,734 27,590 Provision for doubtful accounts 4,830 4,422 Deferred income taxes ( 29,714 ) 963 Unrealized foreign exchange loss — 470 Unrealized loss on call options 12,429 — Pension and other post-retirement benefit costs 5,627 5,628 Pension and other post-retirement plan contributions ( 3,115 ) ( 3,119 ) Other 536 ( 107 ) Changes in operating assets and liabilities: Accounts receivable, net ( 15,554 ) ( 17,039 ) Accounts payable ( 3,874 ) ( 17,777 ) Other operating assets and liabilities ( 83,363 ) ( 164,818 ) Net cash provided by operating activities 237,328 212,484 Cash flows from investing activities: Purchases of property and equipment ( 71,781 ) ( 71,166 ) Acquisition of business, net of cash and restricted cash acquired — ( 1,565,252 ) Other investments — ( 1,000 ) Net cash used in investing activities ( 71,781 ) ( 1,637,418 ) Cash flows from financing activities: Proceeds from the Prior Credit Facility - Term Loan — 2,100,000 Repayments of the Prior Credit Facility - Term Loan ( 25,000 ) — Repayments of the original credit facility - original term loan — ( 700,000 ) Proceeds from the Securitization Facility 727,000 848,500 Repayments of the Securitization Facility ( 794,500 ) ( 742,500 ) Cash paid for debt issuance costs ( 20,683 ) ( 8,863 ) Proceeds from exercise of stock options 3,187 5,200 Repurchase of common stock for tax withholdings on equity awards ( 8,452 ) ( 2,912 ) Repurchase of common stock ( 14,941 ) ( 57,850 ) Dividends paid ( 28,630 ) ( 26,170 ) Net cash provided by (used in) financing activities ( 162,019 ) 1,415,405 Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,357 ( 9,382 ) Net increase (decrease) in cash, cash equivalents and restricted cash 4,885 ( 18,911 ) Cash, cash equivalents and restricted cash at beginning of year 157,463 183,010 Cash, cash equivalents and restricted cash at end of period $ 162,348 $ 164,099 Supplemental disclosure of non-cash investing activities: Accrued costs for property and equipment purchases $ 6,186 $ 4,907 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” or the “Company”) is a leading global provider of Customer Experience (“CX”) solutions and technology 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 and design engineering, front- and back-office automation, analytics and business transformation services to clients in five primary industry verticals. The Company’s primary verticals are technology and consumer electronics, retail, travel and e-commerce, communications and media, banking, financial services and insurance, and healthcare. 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, 2022 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, 2022. 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, 2022. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain amounts in the consolidated financial statements related to the prior years have been reclassified to conform to the current year’s presentation. 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, 2022. Recently adopted accounting pronouncements are discussed below. Concentration of credit risk For the three and six months ended May 31, 2023 and 2022, no client accounted for more than 10% of the Company’s consolidated revenue. As of May 31, 2023, no client comprised more than 10% of the Company’s total accounts receivable balance. As of November 30, 2022, one client comprised 12.4 % of the Company’s total accounts receivable balance. 8 Recently adopted accounting pronouncements In December 2019, the Financial Accounting Standards Board (the “FASB”) issued new guidance that simplified the accounting for income taxes. The guidance was effective for annual reporting periods beginning after December 15, 2020, and interim periods within those reporting periods. This standard became effective for the Company in fiscal year 2022 and did not have a material impact on the consolidated financial statements. No other new accounting pronouncements recently adopted or issued had or are expected to have a material impact on the consolidated financial statements. NOTE 3—ACQUISITIONS: PK Acquisition Background On December 27, 2021, the Company completed its acquisition of PK, a leading CX design engineering company with more than 5,000 staff in four countries. PK creates pioneering experiences that accelerate digital outcomes for their clients’ customers, partners and staff. The acquisition of PK expanded the Company’s scale in the digital IT services market and supported the Company’s growth strategy of investing in digital transformation to deliver exceptional customer experiences. The addition of the PK staff and technology to the Company’s team further strengthened its capabilities in CX design and development, artificial intelligence (“AI”), intelligent automation, and customer loyalty. Purchase price consideration The total purchase price consideration, net of cash and restricted cash acquired, for the acquisition of PK was $ 1,573.3 million, which was funded by proceeds from the Company’s term loan under its senior credit facility and additional borrowings under its accounts receivable securitization facility. See Note 8 — Borrowings for a further discussion of the Company’s term loan, senior credit facility and the accounts receivable securitization facility. The purchase price consideration to acquire PK consisted of the following: Cash consideration for PK stock (1) $ 1,177,342 Cash consideration for PK vested equity awards (2) 246,229 Cash consideration for repayment of PK debt, including accrued interest (3) 148,492 Cash consideration for transaction expenses of PK (4) 22,842 Total cash consideration 1,594,905 Non-cash equity consideration for conversion of PK equity awards (5) 15,725 Total consideration transferred 1,610,630 Less: Cash and restricted cash acquired (6) 37,310 Total purchase price consideration $ 1,573,320 (1) Represents the cash consideration paid for the outstanding shares of PK common stock, which includes the final settlement of the merger consideration adjustment paid pursuant to the merger agreement. (2) Represents the cash consideration paid for certain vested PK stock option awards and restricted stock awards. (3) Represents the cash consideration paid to retire PK’s outstanding third-party debt, including accrued interest. (4) Represents the cash consideration paid for expenses incurred by PK in connection with the merger and paid by Concentrix pursuant to the merger agreement. These expenses primarily related to third-party consulting services. (5) Represents the issuance of vested Concentrix stock options that were issued in conversion of certain vested PK stock options that were assumed by Concentrix pursuant to the merger agreement. (6) Represents the PK cash and restricted cash balance acquired at the acquisition. 9 Purchase price allocation The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations . The purchase price was allocated to the assets acquired, liabilities assumed and non-controlling interest based on management’s estimate of the respective fair values at the date of acquisition. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were the assembled workforce, comprehensive service portfolio delivery capabilities and strategic benefits that are expected to be realized from the acquisition. None of the goodwill is deductible for income tax purposes. The following table summarizes the final fair values of the assets acquired, liabilities assumed and non-controlling interest as of the acquisition date: As of December 27, 2021 Assets acquired: Cash and cash equivalents $ 30,798 Accounts receivable 85,367 Property and equipment 11,158 Operating lease right-of-use assets 12,288 Identifiable intangible assets 469,300 Goodwill 1,119,068 Other assets 26,449 Total assets acquired 1,754,428 Liabilities assumed and non-controlling interest: Accounts payable and accrued liabilities 78,092 Operating lease liabilities 12,288 Deferred tax liabilities 51,418 Non-controlling interest 2,000 Total liabilities assumed and non-controlling interest 143,798 Total consideration transferred $ 1,610,630 The purchase price allocation includes $ 469,300 of acquired identifiable intangible assets, all of which have finite lives. The fair value of the identifiable intangible assets has been estimated by using the income approach through a discounted cash flow analysis of certain cash flow projections. The cash flow projections are based on forecasts used by the Company to price the PK acquisition, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital. The intangible assets are being amortized over their estimated useful lives on either a straight-line basis or an accelerated method that reflects the economic benefit of the asset. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the acquisition of PK. 10 The amounts allocated to intangible assets are as follows: Gross Carrying Amount Weighted-Average Useful Life Customer relationships $ 398,600 15 years Technology 63,500 5 years Trade name 5,000 3 years Non-compete agreements 2,200 3 years Total $ 469,300 Supplemental Pro Forma Information The supplemental pro forma financial information presented below is for illustrative purposes only, does not include the pro forma adjustments that would be required under Regulation S-X for pro forma financial information, is not necessarily indicative of the financial position or results of operations that would have been realized if the PK acquisition had been completed on December 1, 2020, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. The supplemental pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the PK acquisition had occurred on December 1, 2020 to give effect to certain events that the Company believes to be directly attributable to the acquisition. These pro forma adjustments primarily include: • An increase in amortization expense that would have been recognized due to acquired identifiable intangible assets. • An adjustment to interest expense to reflect the additional borrowings of Concentrix under the Credit Facility and the repayment of PK’s historical debt in conjunction with the acquisition. • The related income tax effects of the adjustments noted above. The supplemental pro forma financial information for the prior period second fiscal quarter is as follows: Six Months Ended May 31, 2022 Revenue $ 3,137,114 Net income 219,789 11 ServiceSource Acquisition Background On July 20, 2022, the Company completed its acquisition of ServiceSource International, Inc. (“ServiceSource”), a global outsourced go-to-market services provider, delivering business-to-business (“B2B”) digital sales and customer success solutions that complemented Concentrix’ offerings in this area. Purchase price consideration The total purchase price consideration, net of cash acquired, for the acquisition of ServiceSource was $ 141.5 million, which was primarily funded by cash on the Company’s balance sheet, as well as borrowings under the Company’s Securitization Facility. The preliminary purchase price consideration to acquire ServiceSource consisted of the following: Cash consideration for ServiceSource stock (1) $ 150,392 Cash consideration for ServiceSource vested and unvested equity awards (2) 6,704 Cash consideration for repayment of ServiceSource debt, including accrued interest (3) 10,063 Total consideration transferred 167,159 Less: Cash and restricted cash acquired (4) 25,652 Total purchase price consideration $ 141,507 (1) Represents the cash consideration paid for the outstanding shares of ServiceSource common stock. (2) Represents the cash consideration paid or to be paid for vested and unvested ServiceSource stock option awards, restricted stock units and performance stock units. (3) Represents the cash consideration paid to retire ServiceSource’s outstanding third-party debt, including accrued interest. (4) Represents the ServiceSource cash and restricted cash balance acquired at the acquisition. Preliminary purchase price allocation The purchase price was allocated to the assets acquired and liabilities assumed based on management’s estimate of the respective fair values at the date of acquisition. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were the assembled workforce, high-value service delivery capabilities and strategic benefits that are expected to be realized from the acquisition. None of the goodwill is deductible for income tax purposes. 12 The following table summarizes the preliminary estimates of fair values of the assets acquired and liabilities assumed as of the acquisition date: As of July 20, 2022 Assets acquired: Cash and cash equivalents $ 24,355 Accounts receivable 40,097 Property and equipment 8,112 Operating lease right-of-use assets 29,487 Identifiable intangible assets 40,200 Goodwill 44,287 Net deferred tax assets 22,724 Other assets 19,649 Total assets acquired 228,911 Liabilities assumed: Accounts payable and accrued liabilities 32,265 Operating lease liabilities 29,487 Total liabilities assumed 61,752 Total consideration transferred $ 167,159 As of May 31, 2023, the purchase price allocation is preliminary. The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (not to exceed twelve months following the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair value of certain tangible assets acquired and liabilities assumed, and deferred income taxes. The Company expects to continue to obtain information for the purpose of determining the fair value of the assets acquired and liabilities assumed on the acquisition date throughout the remainder of the measurement period. Measurement period adjustments to the preliminary purchase price allocation during the three and six months ended May 31, 2023 were not material. The preliminary purchase price allocation includes $ 40,200 of acquired identifiable intangible assets, all of which have finite lives. The preliminary fair value of the identifiable intangible assets has been estimated using the income approach through a discounted cash flow analysis of certain cash flow projections. The intangible assets are being amortized over their estimated useful lives on either a straight-line basis or an accelerated method that reflects the economic benefit of the asset. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the acquisition of ServiceSource. The preliminary amounts allocated to intangible assets are as follows: Gross Carrying Amount Weighted-Average Useful Life Customer relationships $ 31,370 15 years Technology 5,640 5 years Trade name 3,190 3 years Total $ 40,200 13 Pending Combination with Webhelp On March 29, 2023, Concentrix and OSYRIS S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg and a direct wholly owned subsidiary of Concentrix (“Purchaser”), entered into a binding put option letter agreement (the “Put Option”) with certain stockholders (the “Beneficiaries”) of Marnix Lux SA, a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Webhelp Parent”) and the parent company of Webhelp SAS (“Webhelp”). Pursuant to the Put Option, Concentrix and Purchaser committed to acquire (the “Offer”) all of the issued and outstanding capital stock of Webhelp Parent (the “Shares”) from the holders of Webhelp Parent (the “Sellers”), subject to the terms and conditions of the Share Purchase and Contribution Agreement. Certain required consultation processes with works councils representing certain Webhelp staff in France and the Netherlands were completed in late April 2023. On May 30, 2023, the Beneficiaries completed the collection of powers of attorney from 100% of the other Sellers to allow a representative to act on behalf of the Sellers in connection with the execution of the Share Purchase and Contribution Agreement and other related agreements and documents. On June 2, 2023, the Beneficiaries exercised the Put Option and on June 12, 2023, Concentrix, the Purchaser, the Beneficiaries and Webhelp Parent entered into the Share Purchase and Contribution Agreement. Subject to the terms and conditions of the Share Purchase and Contribution Agreement, Purchaser will acquire (directly and further to a contribution by Concentrix) all of the Sellers’ Shares. The aggregate consideration for the acquisition of the Shares will consist of: • € 500,000 in cash, subject to adjustment as set forth in the Share Purchase and Contribution Agreement (the “Closing Cash Payment”); • a note issued by Concentrix in execution of a delegation of payment by Purchaser to Concentrix of a portion of the consideration for the Acquired Shares (as defined below) (the “Sellers’ Note” and, together with the Closing Cash Payment, the “Cash Purchase Price”) in the aggregate principal amount of € 700,000 , with a term of two years and bearing interest at a rate of 2 % per annum on the unpaid principal outstanding from time to time; • 14,861.885 shares (the “Closing Shares”) of common stock, par value $ 0.0001 per share, of Concentrix (the “Concentrix common stock”); and • the contingent right granted by Purchaser in exchange for the Exchanged Shares (as defined below) to earn an additional 750 shares of Concentrix common stock (the “Earnout Shares”) if certain conditions set forth in the Share Purchase and Contribution Agreement occur, including the share price of Concentrix common stock reaching $ 170.00 per share within seven years from the closing of the Webhelp Combination (as defined below) (the “Closing Date”) (based on daily volume weighted average prices measured over a specified period). On the Closing Date, (i) Purchaser will purchase certain of the Sellers’ Shares (the “Acquired Shares”) in exchange for the Cash Purchase Price, (ii) certain Sellers will contribute certain of their Shares (the “Contributed Shares”) to Concentrix in exchange for the Closing Shares, (iii) the Sellers will transfer and exchange certain of their Shares (the “Exchanged Shares”) to Purchaser in exchange for the contingent right to earn the Earnout Shares, (iv) Concentrix will execute and deliver the Sellers’ Note to the Sellers party thereto, and (v) Concentrix will transfer to Purchaser the Contributed Shares and the Exchanged Shares (collectively, and together with the other transactions contemplated by the Share Purchase and Contribution Agreement, the “Webhelp Combination”). As a result of the Webhelp Combination, Purchaser will hold all of the share capital and voting rights of Webhelp Parent on a fully 14 diluted basis, and Webhelp Parent will become a wholly owned subsidiary of Purchaser, which in turn is a wholly owned subsidiary of Concentrix. The Webhelp Combination is expected to close by the end of the year, subject to the satisfaction of customary closing conditions, including approval by Concentrix stockholders and regulatory approvals. Acquisition-related and integration expenses In connection with the acquisitions of PK and ServiceSource and the pending combination with Webhelp, the Company incurred $ 7,433 and $ 12,976 of acquisition-related and integration expenses for the three and six months ended May 31, 2023, respectively, and $ 1,726 and $ 2,648 for the three and six months ended May 31, 2022. These expenses primarily include legal and professional services, cash-settled awards, severance and retention payments and costs associated with lease terminations to integrate the businesses. These acquisition-related and integration expenses were recorded within selling, general and administrative expenses in the consolidated statement of operations. NOTE 4— SHARE-BASED COMPENSATION: The Company recognizes share-based compensation expense for all share-based awards made to employees and directors, including employee stock options, restricted stock awards, restricted stock units and performance-based restricted stock units based on estimated fair values. In January 2023, the Company granted 53 restricted stock awards and restricted stock units and 52 performance-based restricted stock units under the Concentrix Stock Incentive Plan, which included annual awards to the Company’s senior executive team. The restricted stock awards and restricted stock units had a weighted average grant date fair value of $ 138.79 per share and vest over a service period of four years . 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, 2025. The performance-based restricted stock units had a grant date weighted average fair value of $ 136.19 per share. The Company recorded share-based compensation expense in the consolidated statements of operations for the six months ended May 31, 2023 and 2022 as follows: Three Months Ended Six Months Ended May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022 Total share-based compensation $ 11,189 $ 12,647 $ 27,943 $ 27,816 Tax benefit recorded in the provision for income taxes ( 2,798 ) ( 3,212 ) ( 6,986 ) ( 7,064 ) Effect on net income $ 8,391 $ 9,435 $ 20,957 $ 20,752 Share-based compensation expense is included in selling, general and administrative expenses in the consolidated statements of operations. 15 NOTE 5— BALANCE SHEET COMPONENTS: Cash, cash equivalents and restricted cash: The following table provides a reconciliation of cash, 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 May 31, 2023 November 30, 2022 Cash and cash equivalents $ 152,896 $ 145,382 Restricted cash included in other current assets 9,452 12,081 Cash, cash equivalents and restricted cash $ 162,348 $ 157,463 Restricted cash balances relate primarily to funds held for clients, restrictions placed on cash deposits by banks as collateral for the issuance of bank guarantees and the terms of a government grant, and letters of credit for leases. Accounts receivable, net: Accounts receivable, net is comprised of the following as of May 31, 2023 and November 30, 2022: As of May 31, 2023 November 30, 2022 Billed accounts receivable $ 763,595 $ 782,049 Unbilled accounts receivable 639,191 613,222 Less: Allowance for doubtful accounts ( 8,774 ) ( 4,797 ) Accounts receivable, net $ 1,394,012 $ 1,390,474 Allowance for doubtful trade receivables: Presented below is a progression of the allowance for doubtful trade receivables: Three Months Ended Six Months Ended May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022 Balance at beginning of period $ 6,084 $ 6,904 $ 4,797 $ 5,421 Net additions (reductions) 3,108 2,474 4,830 4,422 Write-offs and reclassifications ( 418 ) ( 2,384 ) ( 853 ) ( 2,849 ) Balance at end of period $ 8,774 $ 6,994 $ 8,774 $ 6,994 16 Property and equipment, net: The following table summarizes the carrying amounts and related accumulated depreciation for property and equipment as of May 31, 2023 and November 30, 2022: As of May 31, 2023 November 30, 2022 Land $ 27,154 $ 27,336 Equipment, computers and software 574,271 542,209 Furniture and fixtures 89,881 89,167 Buildings, building improvements and leasehold improvements 389,024 362,218 Construction-in-progress 7,893 14,975 Total property and equipment, gross $ 1,088,223 $ 1,035,905 Less: Accumulated depreciation ( 693,759 ) ( 632,076 ) Property and equipment, net $ 394,464 $ 403,829 Shown below are the countries where 10% or more of the Company’s property and equipment, net are located as of May 31, 2023 and November 30, 2022: As of May 31, 2023 November 30, 2022 Property and equipment, net: United States $ 118,940 $ 123,184 Philippines 74,239 76,361 India 43,043 42,698 Others 158,242 161,586 Total $ 394,464 $ 403,829 Goodwill: The following table summarizes the changes in the Company’s goodwill for the six months ended May 31, 2023 and 2022: Six Months Ended May 31, 2023 May 31, 2022 Balance at beginning of period $ 2,904,402 $ 1,813,502 Acquisitions — 1,126,111 Acquisition measurement period adjustment ( 1,215 ) — Foreign exchange translation 407 ( 13,934 ) Balance at end of period $ 2,903,594 $ 2,925,679 17 Intangible assets, net: The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of May 31, 2023 and November 30, 2022: As of May 31, 2023 As of November 30, 2022 Gross amounts Accumulated amortization Net amounts Gross amounts Accumulated amortization Net amounts Customer relationships $ 1,741,007 $ ( 886,973 ) $ 854,034 $ 1,731,610 $ ( 811,727 ) $ 919,883 Technology 79,682 ( 28,981 ) 50,701 79,728 ( 21,820 ) 57,908 Trade names 14,479 ( 9,583 ) 4,896 14,552 ( 8,291 ) 6,261 Non-compete agreements 2,200 ( 1,047 ) 1,153 2,200 ( 680 ) 1,520 $ 1,837,368 $ ( 926,584 ) $ 910,784 $ 1,828,090 $ ( 842,518 ) $ 985,572 Estimated future amortization expense of the Company’s intangible assets is as follows: Fiscal years ending November 30, 2023 (remaining six months) $ 78,680 2024 146,296 2025 134,188 2026 117,661 2027 87,387 Thereafter 346,572 Total $ 910,784 Accumulated other comprehensive income (loss): The components of accumulated other comprehensive income (loss) (“AOCI”), net of taxes, were as follows: Three Months Ended May 31, 2023 and 2022 Unrecognized gains (losses) on defined benefit plan, net of taxes Unrealized gains (losses) on cash flow hedges, net of taxes Foreign currency translation adjustments, net of taxes Total Balances at February 28, 2022 $ ( 21,972 ) $ ( 4,836 ) $ ( 60,217 ) $ ( 87,025 ) Other comprehensive income (loss) before reclassification ( 7 ) ( 12,944 ) ( 54,995 ) ( 67,946 ) Reclassification of gains from other comprehensive income (loss) — 3,138 — 3,138 Balances at May 31, 2022 $ ( 21,979 ) $ ( 14,642 ) $ ( 115,212 ) $ ( 151,833 ) Balances at February 28, 2023 $ ( 9,023 ) $ ( 6,453 ) $ ( 270,121 ) $ ( 285,597 ) Other comprehensive income (loss) before reclassification 1,051 ( 5,261 ) ( 16,246 ) ( 20,456 ) Reclassification of gains from other comprehensive income (loss) — 3,044 — 3,044 Balances at May 31, 2023 $ ( 7,972 ) $ ( 8,670 ) $ ( 286,367 ) $ ( 303,009 ) 18 Six Months Ended May 31, 2023 and 2022 Unrecognized gains (losses) on defined benefit plan, net of taxes Unrealized gains (losses) on cash flow hedges, net of taxes Foreign currency translation adjustments, net of taxes Total Balances at November 30, 2021 $ ( 22,745 ) $ ( 1,403 ) $ ( 46,378 ) $ ( 70,526 ) Other comprehensive income (loss) before reclassification 766 ( 15,704 ) ( 68,834 ) ( 83,772 ) Reclassification of gains from other comprehensive income (loss) — 2,465 — 2,465 Balances at May 31, 2022 $ ( 21,979 ) $ ( 14,642 ) $ ( 115,212 ) $ ( 151,833 ) Balances at November 30, 2022 $ ( 8,471 ) $ ( 19,914 ) $ ( 287,364 ) $ ( 315,749 ) Other comprehensive income (loss) before reclassification 499 2,393 997 3,889 Reclassification of gains from other comprehensive income (loss) — 8,851 — 8,851 Balances at May 31, 2023 $ ( 7,972 ) $ ( 8,670 ) $ ( 286,367 ) $ ( 303,009 ) Refer to Note 6—Derivative Instruments 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 benefit plans is recorded in “Other expense (income), net” in the consolidated statement of operations. 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 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 consolidated balance sheets at their fair values. 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 May 2025. 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 foreign currency 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 19 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 currencies of the Company’s legal entities that own the assets or liabilities. These contracts, which are not designated as hedging instruments, mature or settle within twelve months. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates. In connection with the pending combination with Webhelp, the Company entered into short-term foreign exchange forward call option contracts to offset the foreign exchange risk associated with the cash payment required in euros upon closing of the Webhelp Combination. These derivatives are not designated as hedging instruments and are adjusted to fair value through earnings and included in other expense (income), net in the consolidated statement of operations. Fair Values of Derivative Instruments in the Consolidated Balance Sheets The fair values of the Company’s derivative instruments are disclosed in Note 7—Fair Value Measurements and summarized in the table below: Value as of Balance Sheet Line Item May 31, 2023 November 30, 2022 Derivative instruments not designated as hedging instruments: Foreign exchange forward contracts (notional value) $ 1,561,286 $ 1,465,853 Other current assets 9,668 22,839 Other accrued liabilities 16,708 14,934 Foreign exchange call options contracts (notional value) $ 2,012,475 $ — Other current assets 2,199 — Derivative instruments designated as cash flow hedges: Foreign exchange forward contracts (notional value) $ 1,033,059 $ 963,844 Other current assets and other assets 7,145 6,389 Other accrued liabilities and other long-term liabilities 18,701 32,935 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, the Japanese yen and the Australian dollar, 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 exchange rates change. 20 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: Three Months Ended Six Months Ended Locations of gain (loss) in statement of operations May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022 Derivative instruments designated as cash flow hedges Gains (losses) recognized in OCI: Foreign exchange forward contracts $ ( 7,013 ) $ ( 17,384 ) $ 3,190 $ ( 21,091 ) Losses reclassified from AOCI into income: Foreign exchange forward contracts Loss reclassified from AOCI into income Cost of revenue for services $ ( 2,962 ) $ ( 3,426 ) $ ( 8,722 ) $ ( 3,011 ) Loss reclassified from AOCI into income Selling, general and administrative expenses ( 1,096 ) ( 790 ) ( 3,077 ) ( 300 ) Total $ ( 4,058 ) $ ( 4,216 ) $ ( 11,799 ) $ ( 3,311 ) Derivative instruments not designated as hedging instruments: Loss recognized from foreign exchange forward contracts, net (1) Other expense (income), net $ ( 11,060 ) $ ( 16,148 ) $ ( 4,835 ) $ ( 17,160 ) Loss recognized from foreign exchange call options contracts, net Other expense (income), net ( 12,429 ) — ( 12,429 ) — Total $ ( 23,489 ) $ ( 16,148 ) $ ( 17,264 ) $ ( 17,160 ) (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 losses in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are $ 10,556 . Offsetting of Derivatives In the consolidated balance sheets, the Company does not offset derivative assets against liabilities in master netting arrangements. 21 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 with high credit standing. 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 which 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 May 31, 2023 As of November 30, 2022 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 $ 99,094 $ 99,094 $ — $ — $ 89,932 $ 89,932 $ — $ — Foreign government bond — — — — 1,529 1,529 — — Forward foreign currency exchange contracts 16,813 — 16,813 — 29,228 — 29,228 — Foreign currency call options contracts 2,199 — 2,199 — — — — — Liabilities: Forward foreign currency exchange contracts $ 35,409 $ — $ 35,409 $ — $ 47,869 $ — $ 47,869 $ — 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 an 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. 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 fair value of the foreign exchange forward call options contracts is measured using market standard option models and foreign currency spot rates. The effect of nonperformance risk on the fair value of derivative instruments was not material as of May 31, 2023 and November 30, 2022. 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. 22 During the three and six months ended May 31, 2023 and 2022, there were no transfers between the fair value measurement category levels. NOTE 8—BORROWINGS: Borrowings consist of the following: As of May 31, 2023 November 30, 2022 Credit Facility - current portion of Term Loan component $ — $ — Current portion of long term debt $ — $ — Credit Facility - Term Loan component $ 1,850,000 $ 1,875,000 Securitization Facility 289,000 356,500 Long-term debt, before unamortized debt discount and issuance costs 2,139,000 2,231,500 Less: unamortized debt discount and issuance costs ( 8,040 ) ( 7,212 ) Long-term debt, net $ 2,130,960 $ 2,224,288 Bridge Facility and Restated Credit Agreement To provide the debt financing required by Concentrix to consummate the Webhelp Combination, Concentrix entered into a commitment letter dated March 29, 2023 (the “Bridge Commitment Letter,” and the commitments pursuant to the Bridge Commitment Letter, the “Bridge Facility”), under which certain financing institutions committed to provide a 364-day bridge loan facility in an aggregate principal amount of $ 5,290,000 consisting of (i) a $ 1,850,000 tranche of term bridge loans (the “Term Loan Amendment Tranche”), (ii) a $ 1,000,000 tranche of revolving commitments (the “Revolver Amendment Tranche”) and (iii) a $ 2,440,000 tranche of term bridge loans (the “Acquisition Tranche”), each subject to the satisfaction of certain customary closing conditions, including the consummation of the Webhelp Combination. The incurrence of the acquisition-related indebtedness that would be funded by the Acquisition Tranche of the Bridge Facility (or permanent financing in lieu thereof) and by the Sellers’ Note was not permitted under Concentrix’ prior credit agreement dated as of October 16, 2020, among Concentrix, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Therefore, on April 21, 2023, Concentrix entered into an Amendment and Restatement Agreement (the “Amendment Agreement”) with the lenders party thereto, JPMorgan Chase and Bank of America, N.A. in order to amend and restate Concentrix’ prior credit agreement (as amended and restated, the “Restated Credit Agreement”). As a result of having entered into the Amendment Agreement, among other things, Concentrix obtained requisite lender consent to incur acquisition-related indebtedness, and pursuant to the terms of the Bridge Commitment Letter, the commitments with respect to the Term Loan Amendment Tranche and the Revolver Amendment Tranche of the Bridge Facility were each reduced to zero , and the Acquisition Tranche was reduced by approximately $ 294,702 . If the Company utilizes the Bridge Facility, amounts drawn thereunder will bear interest at a per annum rate equal to adjusted term SOFR plus a margin which may initially range from 1.125 % to 2.000 %, depending on the Company’s debt rating or leverage ratio, as applicable, as determined in accordance with the Bridge Commitment Letter, which margin will be increased by 0.25 % on each of the 90th, 180th and 270th day after the closing of the Bridge Facility. The Company will pay commitment fees on the undrawn amount of this commitment ranging from 0.125 % to 0.275 % if based upon the Company’s debt rating, or 0.225 % to 0.300 % if based upon the Company’s leverage ratio, as applicable, determined in accordance with the Bridge Commitment Letter. The Restated Credit Agreement provides for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $ 1,042,500 . The Restated Credit Agreement also provides for a senior unsecured term loan facility in an aggregate principal amount not to exceed approximately $ 2,144,700 , of which 23 $ 1,850,000 is outstanding and approximately $ 294,702 is available to be drawn on a delayed draw basis (the “Delayed Draw Term Loans”), subject to customary conditions, concurrent with closing of the Webhelp Combination. Aggregate borrowing capacity under the Restated Credit Agreement may be increased by up to an additional $ 500,000 by increasing the amount of the revolving credit facility or by incurring additional term loans, in each case subject to the satisfaction of certain conditions set forth in the Restated Credit Agreement, including the receipt of additional commitments for such increase. The date on which the Delayed Draw Term Loans under the Restated Credit Agreement will be funded must be no later than five business days after the End Date (as defined in the Share Purchase and Contribution Agreement), which may be extended pursuant to the Share Purchase and Contribution Agreement. The lenders’ obligation to fund the Delayed Draw Term Loans on the closing date of the Webhelp Combination is subject to several customary conditions, including, among others, consummation of the Webhelp Combination. The proceeds of the Delayed Draw Term Loans on the closing date of the Webhelp Combination will be used to finance a portion of the Webhelp Combination and any related refinancing, together with the payment of related fees and expenses. The revolving credit facility is, subject to customary conditions, available for general corporate purposes and any other purpose not prohibited by the Restated Credit Agreement. The maturity date of the Restated Credit Agreement remains December 27, 2026, subject, in the case of the revolving credit facility, to two one-year extensions upon Concentrix’ prior notice to the lenders and the agreement of the lenders to extend such maturity date. The outstanding principal amount of the term loans is payable in quarterly installments in an amount equal to 1.25 % of the existing principal balance, plus any Delayed Draw Term Loans advanced on the closing date of the Webhelp Combination, commencing on December 31, 2024, with the outstanding principal amount of the term loans due in full on the maturity date. Borrowings under the Restated Credit Agreement bear interest, in the case of SOFR rate loans, at a per annum rate equal to the applicable SOFR rate (but not less than 0.0 %), plus an applicable margin, which ranges from 1.125 % to 2.000 %, based on the credit ratings of Concentrix’ senior unsecured non-credit enhanced long-term indebtedness for borrowed money plus a credit spread adjustment to the SOFR rate of 0.10 %. Borrowings under the Restated Credit Agreement that are base rate loans bear interest at a per annum rate (but not less than 1.0 %) equal to (i) the greatest of (A) the Prime Rate (as defined in the Restated Credit Agreement) in effect on such day, (B) the NYFRB Rate (as defined in the Restated Credit Agreement) in effect on such day plus ½ of 1.0%, and (C) the adjusted one-month term SOFR rate plus 1.0 % per annum, plus (ii) an applicable margin, which ranges from 0.125 % to 1.000 %, based on the credit ratings of Concentrix’ senior unsecured non-credit enhanced long-term indebtedness for borrowed money. The Restated Credit Agreement contains certain loan covenants that are customary for credit facilities of this type and that restrict the ability of Concentrix and its subsidiaries to take certain actions, including the creation of liens, mergers or consolidations, changes to the nature of their business, and, solely with respect to subsidiaries of Concentrix, incurrence of indebtedness. In addition, the Restated Credit Agreement contains financial covenants that require Concentrix to maintain at the end of each fiscal quarter, (i) a consolidated leverage ratio (as defined in the Restated Credit Agreement) not to exceed 3.75 to 1.0 (or for certain periods following certain qualified acquisitions, 4.25 to 1.0) and (ii) a consolidated interest coverage ratio (as defined in the Restated Credit Agreement) equal to or greater than 3.00 to 1.0. The Restated Credit Agreement also contains various customary events of default, including payment defaults, defaults under certain other indebtedness, and a change of control of Concentrix. As of the effective date of the Amendment Agreement, none of Concentrix’ subsidiaries guarantees the obligations under the Restated Credit Agreement. Prior to entering into the Amendment Agreement, obligations under the Company’s senior credit facility (the “Prior Credit Facility”) were secured by substantially all of the assets of Concentrix Corporation and certain of its U.S. subsidiaries and were guaranteed by certain of its U.S. subsidiaries. Borrowings under the Prior Credit Facility bore interest, in the case of term or daily SOFR loans, at a per annum rate equal to the applicable SOFR rate (but not less than 0.0 %), plus an adjustment of between 0.10 % and 0.25 % depending on the interest period of each SOFR loan, plus an applicable margin, which ranged from 1.25 % to 2.00 %, based on Concentrix’ consolidated leverage 24 ratio. Borrowings under the Credit Facility that were base rate loans bore interest at a per annum rate equal to (i) the greatest of (a) the Federal Funds Rate in effect on such day plus ½ of 1.00%, (b) the rate of interest last publicly announced by Bank of America as its “prime rate” and (c) the term SOFR rate plus 1.00 %, plus (ii) an applicable margin, which ranged from 0.25 % to 1.00 %, based on Concentrix’ consolidated leverage ratio. From August 31, 2022 through the date of the Amendment Agreement, the outstanding principal of the term loans under the Prior Credit Facility was payable in quarterly installments of $ 26,250 . At May 31, 2023 and November 30, 2022, no amounts were outstanding under the Company’s revolving credit facility. During the six months ended May 31, 2023, the Company paid $ 25,000 of voluntary principal prepayments, without penalty, on the term loans under the Prior Credit Facility. The Company paid a total of $ 20,683 in Bridge Facility financing fees and debt amendment fees related to the Restated Credit Agreement during the three and six months ended May 31, 2023. Of that amount paid, the Company incurred expenses of $ 11,840 in the three and six months ended May 31, 2023 that are recorded within interest expense and finance charges, net in the consolidated statement of operations. The expense associated with the Bridge Facility financing fees recorded to date relates to amortization of the fees over the expected term of the Bridge Facility in addition to a portion that was written off as a result of the Term Loan Amendment Tranche and the Revolver Amendment Tranche being reduced to zero in connection with the Amendment Agreement. Securitization Facility On July 6, 2022, the Company entered into an amendment to the Securitization Facility, which was initially entered into on October 30, 2020, to (i) increase the commitment of the lenders to provide available borrowings from up to $ 350,000 to up to $ 500,000 , (ii) extend the termination date of the Securitization Facility from October 28, 2022 to July 5, 2024, and (iii) replace LIBOR with SOFR as one of the reference rates used to calculate interest on borrowings under the Securitization Facility. In addition, the interest rate margins were amended, such that borrowings under the Securitization Facility that are funded through the issuance of commercial paper bear interest at the applicable commercial paper rate plus a spread of 0.70 % and, otherwise, at a per annum rate equal to the applicable SOFR rate (which includes a SOFR related adjustment of 0.10 %), plus a spread of 0.80 %. 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 $ 500,000 . 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 the Company’s accounts receivable 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). The Securitization Facility contains various affirmative and negative covenants, including a consolidated leverage ratio covenant that is consistent with the Restated Credit Agreement 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. 25 Covenant compliance As of May 31, 2023 and November 30, 2022, Concentrix was in compliance with all covenants for the above arrangements. 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 security. 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. Three Months Ended Six Months Ended May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022 Basic earnings per common share: Net income $ 78,850 $ 113,142 $ 166,720 $ 223,415 Less: net income allocated to participating securities (1) ( 1,363 ) ( 1,714 ) ( 2,916 ) ( 3,267 ) Net income attributable to common stockholders $ 77,487 $ 111,428 $ 163,804 $ 220,148 Weighted-average number of common shares - basic 51,181 51,564 51,165 51,596 Basic earnings per common share $ 1.51 $ 2.16 $ 3.20 $ 4.27 Diluted earnings per common share: Net income $ 78,850 $ 113,142 $ 166,720 $ 223,415 Less: net income allocated to participating securities (1) ( 1,357 ) ( 1,700 ) ( 2,900 ) ( 3,243 ) Net income attributable to common stockholders $ 77,493 $ 111,442 $ 163,820 $ 220,172 Weighted-average number of common shares - basic 51,181 51,564 51,165 51,596 Effect of dilutive securities: Stock options and restricted stock units 211 426 292 399 Weighted-average number of common shares - diluted 51,392 51,990 51,457 51,995 Diluted earnings per common share $ 1.51 $ 2.14 $ 3.18 $ 4.23 (1) Restricted stock awards granted to employees by the Company are considered participating securities. 26 NOTE 10— REVENUE: Disaggregated revenue In the following table, the Company’s revenue is disaggregated by primary industry verticals: Three Months Ended Six Months Ended May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022 Industry vertical: Technology and consumer electronics $ 504,204 $ 466,754 $ 1,020,812 $ 936,953 Retail, travel and ecommerce 307,952 295,025 613,456 579,942 Communications and media 257,794 273,817 514,781 534,460 Banking, financial services and insurance 261,964 255,583 521,617 498,829 Healthcare 164,708 148,252 342,532 298,388 Other 118,084 128,670 237,912 255,581 Total $ 1,614,706 $ 1,568,101 $ 3,251,110 $ 3,104,153 NOTE 11— 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 six months ended May 31, 2023, the Company contributed $ 21,871 and $ 44,525 , respectively, to defined contribution plans. During the three and six months ended May 31, 2022, the Company contributed $ 26,855 and $ 48,667 , respectively, to defined contribution plans. Defined Benefit Plans The Company has defined benefit pension and retirement plans for eligible employees of certain non-U.S. legal entities. For eligible employees in the United States, the Company maintains a frozen defined benefit pension plan (“the cash balance plan”), which includes both a qualified and non-qualified portion. 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 Company maintains funded or unfunded defined benefit pension or retirement plans for certain eligible employees in the Philippines, Malaysia, India, and France. 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. Net benefit costs related to defined benefit plans were $ 2,693 and $ 5,627 , during the three and six months ended May 31, 2023, respectively. Net benefit costs related to defined benefit plans were $ 2,353 and $ 5,628 , during the three and six months ended May 31, 2022, respectively. On an aggregate basis, the plans were underfunded by $ 68,414 and $ 71,815 at May 31, 2023 and November 30, 2022, respectively. NOTE 12— INCOME TAXES: Income taxes consist of current and deferred tax expense resulting from income earned in domestic and international jurisdictions. The effective tax rates for the three and six months ended May 31, 2023 and 2022 were impacted by the geographic mix of worldwide income and certain discrete items. 27 The liability for unrecognized tax benefits was $ 83,317 and $ 78,501 at May 31, 2023 and November 30, 2022, respectively, and is included in other long-term liabilities in the consolidated balance sheets. As of May 31, 2023 and November 30, 2022, the total amount of unrecognized tax benefits that would affect income tax expense if recognized in the consolidated financial statements was $ 46,220 and $ 40,793 , respectively. This amount includes net interest and penalties of $ 8,676 and $ 7,538 for the respective periods. The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits could decrease between approximately $ 34,538 and $ 37,429 in the next twelve months; however, actual developments in this area could differ from those currently expected. NOTE 13— 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 operating lease costs: Three Months Ended Six Months Ended May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022 Operating lease cost $ 51,675 $ 49,738 $ 103,435 $ 100,540 Short-term lease cost 5,172 5,186 9,891 9,523 Variable lease cost 12,049 11,234 24,380 23,218 Sublease income ( 1,505 ) ( 692 ) ( 2,868 ) ( 1,427 ) Total operating lease cost $ 67,391 $ 65,466 $ 134,838 $ 131,854 The following table presents a maturity analysis of expected undiscounted cash flows for operating leases on an annual basis for the next five fiscal years and thereafter as of May 31, 2023: Fiscal Years Ending November 30, 2023 (remaining six months) $ 100,455 2024 173,698 2025 124,316 2026 67,927 2027 31,474 Thereafter 29,961 Total payments 527,831 Less: imputed interest* 46,527 Total present value of lease payments $ 481,304 *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 May 31, 2023 November 30, 2022 Operating lease ROU assets Other assets, net $ 456,644 $ 473,039 Current operating lease liabilities Other accrued liabilities 166,106 158,801 Non-current operating lease liabilities Other long-term liabilities 315,198 340,673 28 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: Six Months Ended May 31, 2023 May 31, 2022 Cash paid for amounts included in the measurement of lease liabilities $ 106,144 $ 100,857 Non-cash ROU assets obtained in exchange for lease liabilities 68,050 68,238 The weighted-average remaining lease term and discount rate as of May 31, 2023 and November 30, 2022 were as follows: As of May 31, 2023 November 30, 2022 Weighted-average remaining lease term (years) 3.51 3.72 Weighted-average discount rate 5.49 % 5.24 % NOTE 14— 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 liabilities ultimately incurred by the Company could differ from the amounts recorded. Under the separation and distribution agreement with TD SYNNEX, the Company agreed to indemnify TD 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 TD SYNNEX, if the spin-off fails to qualify for tax-free treatment, the Company is generally required to indemnify TD 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 TD 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. 29 NOTE 15—STOCKHOLDERS’ EQUITY: Share repurchase program In September 2021, the Company’s board of directors authorized the Company to purchase up to $ 500,000 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. During the three and six months ended May 31, 2023, the Company repurchased 39 and 110 shares, respectively, of its common stock for an aggregate purchase price of $ 4,940 and $ 14,941 , respectively. During the three and six months ended May 31, 2022, the Company repurchased 367 shares of its common stock for an aggregate purchase price of $ 57,850 . The share repurchases were made on the open market and the shares repurchased by the Company are held in treasury for general corporate purposes. At May 31, 2023, approximately $ 339,143 remained available for share repurchases under the existing authorization from the Company’s board of directors. During June 2023, the Company did not repurchase any shares of its common stock. Dividends During fiscal years 2023 and 2022, the Company has paid the following dividends per share approved by the Company’s board of directors: Announcement Date Record Date Per Share Dividend Amount Payment Date January 18, 2022 January 28, 2022 $ 0.25 February 8, 2022 March 29, 2022 April 29, 2022 $ 0.25 May 10, 2022 June 27, 2022 July 29, 2022 $ 0.25 August 9, 2022 September 28, 2022 October 28, 2022 $ 0.275 November 8, 2022 January 19, 2023 January 30, 2023 $ 0.275 February 10, 2023 March 29, 2023 April 28, 2023 $ 0.275 May 9, 2023 On June 28, 2023, the Company announced a cash dividend of $ 0.275 per share to stockholders of record as of July 28, 2023, payable on August 8, 2023. 30