What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-10-06 compared with 2023-07-07 · 211 added, 180 removed, 591 unchanged (40% of the section changed)

3 unchanged sentences

(currency and share amounts in thousands, except par value)

May 31, 2023 November 30, 2022

August 31, 2023 November 30, 2022

Current assets:

23 unchanged sentences

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

Preferred stock, $ 0.0001 par value, 10,000 shares authorized and no shares issued and outstanding as of August 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

52,685 and 52,367 shares issued as of August 31, 2023 and November 30, 2022, respectively, and 50,915 and 51,096 shares outstanding as of August 31, 2023 and November 30, 2022, respectively

Additional paid-in capital 2,471,939 2,428,313

Treasury stock, 1,441 and 1,271 shares as of May 31, 2023 and November 30, 2022, respectively

Treasury stock, 1,770 and 1,271 shares as of August 31, 2023 and November 30, 2022, respectively

( 241,852 ) ( 190,779 )

7 unchanged sentences

(currency and share amounts in thousands, except per share amounts)

Three Months Ended Six Months Ended

May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022

Three Months Ended Nine Months Ended

August 31, 2023 August 31, 2022 August 31, 2023 August 31, 2022

Revenue $ 1,632,834 $ 1,579,602 $ 4,883,944 $ 4,683,755

8 unchanged sentences

Net income before non-controlling interest 77,635 107,124 244,355 330,696

Net income (loss) attributable to non-controlling interest — ( 109 ) — 157

Net income attributable to non-controlling interest — 434 — 591

Net income attributable to Concentrix Corporation $ 77,635 $ 106,690 $ 244,355 $ 330,105

9 unchanged sentences

(currency in thousands)

Three Months Ended Six Months Ended

May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022

Three Months Ended Nine Months Ended

August 31, 2023 August 31, 2022 August 31, 2023 August 31, 2022

Net income before non-controlling interest

1 unchanged sentence

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

Unrealized gains (losses) of defined benefit plans, net of taxes of $( 539 ) and $( 719 ) for the three and nine months ended August 31, 2023, respectively, and $( 51 ) for the three and nine months ended August 31, 2022, respectively

( 1,739 ) 951 ( 1,240 ) 1,717

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

Unrealized gains (losses) on cash flow hedges during the period, net of taxes of $( 422 ) and $( 1,219 ) for the three and nine months ended August 31, 2023, respectively, and $ 10,392 and $ 15,779 for the three and nine months ended August 31, 2022, respectively

1,266 ( 30,299 ) 3,659 ( 46,003 )

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

Reclassification of net losses on cash flow hedges to net income, net of taxes of $( 821 ) and $( 3,769 ) for the three and nine months ended August 31, 2023, respectively, and $( 3,344 ) and $( 4,190 ) for the three and nine months ended August 31, 2022, respectively

2,458 9,752 11,309 12,217

1 unchanged sentence

3,724 ( 20,547 ) 14,968 ( 33,786 )

Foreign currency translation, net of taxes of $ 0 for the three and six months ended May 31, 2023 and 2022, respectively

Foreign currency translation, net of taxes of $ 0 for the three and nine months ended August 31, 2023 and 2022, respectively

( 1,137 ) ( 113,863 ) ( 140 ) ( 182,697 )

1 unchanged sentence

848 ( 133,459 ) 13,588 ( 214,766 )

Comprehensive income 61,438 48,225 179,460 142,265

Comprehensive income (loss) attributable to non-controlling interest — ( 109 ) — 157

Comprehensive income attributable to Concentrix Corporation $ 61,438 $ 48,334 $ 179,460 $ 142,108

Comprehensive income (loss)

78,483 ( 26,335 ) 257,943 115,930

Comprehensive income attributable to non-controlling interest

Comprehensive income (loss) attributable to Concentrix Corporation

$ 78,483 $ ( 26,769 ) $ 257,943 $ 115,339

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

2 unchanged sentences

(currency and share amounts in thousands)

Three and Six Months Ended May 31, 2023

Concentrix Corporation Stockholders’ Equity

Three and Nine Months Ended August 31, 2023

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 )

Balances, May 31, 2023 52,619 $ 5 $ 2,459,234 1,441 $ ( 214,172 ) $ 912,204 $ ( 303,009 ) $ 2,854,262

Other comprehensive income — — — — — — 848 848

Share-based compensation activity 66 — 12,705 — — — — 12,705

3 unchanged sentences

Net income — — — — — 77,635 — 77,635

Balances, May 31, 2023 52,619 $ 5 $ 2,459,234 1,441 $ ( 214,172 ) $ 912,204 $ ( 303,009 ) $ 2,854,262

Balances, August 31, 2023 52,685 $ 5 $ 2,471,939 1,770 $ ( 241,852 ) $ 975,591 $ ( 302,161 ) $ 2,903,522

Balances, November 30, 2022 52,367 $ 5 $ 2,428,313 1,271 $ ( 190,779 ) $ 774,114 $ ( 315,749 ) $ 2,695,904

5 unchanged sentences

Net income — — — — — 244,355 — 244,355

Balances, May 31, 2023 52,619 $ 5 $ 2,459,234 1,441 $ ( 214,172 ) $ 912,204 $ ( 303,009 ) $ 2,854,262

Balances, August 31, 2023 52,685 $ 5 $ 2,471,939 1,770 $ ( 241,852 ) $ 975,591 $ ( 302,161 ) $ 2,903,522

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

2 unchanged sentences

(currency and share amounts in thousands)

Three and Six Months Ended May 31, 2022

Three and Nine Months Ended August 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

Redeemable non-controlling interest Shares Amount Additional paid-in capital Shares Amount Retained earnings Accumulated other comprehensive (loss) Total stockholders’ equity

Balances, May 31, 2022 $ 2,157 51,342 $ 5 $ 2,404,281 716 $ ( 118,248 ) $ 589,740 $ ( 151,833 ) $ 2,723,945

Other comprehensive loss — — — — — — — ( 133,459 ) ( 133,459 )

Net income attributable to non-controlling interest 434 — — — — — — — —

Purchase of non-controlling interest ( 2,591 ) — — 91 — — — — 91

Share-based compensation activity — ( 326 ) — 11,496 — — — — 11,496

3 unchanged sentences

Net income — — — — — — 106,690 — 106,690

Balances, May 31, 2022 $ 2,157 51,342 $ 5 $ 2,404,281 716 $ ( 118,248 ) $ 589,740 $ ( 151,833 ) $ 2,723,945

Balances, August 31, 2022 $ — 51,016 $ 5 $ 2,415,868 1,077 $ ( 167,420 ) $ 683,466 $ ( 285,292 ) $ 2,646,627

Balances, November 30, 2021 $ — 51,594 $ 5 $ 2,355,767 333 $ ( 57,486 ) $ 392,495 $ ( 70,526 ) $ 2,620,255

3 unchanged sentences

Net income attributable to non-controlling interest 591 — — — — — — — —

Purchase of non-controlling interest ( 2,591 ) — — 91 — — — — 91

Share-based compensation activity — ( 578 ) — 44,285 — — — — 44,285

3 unchanged sentences

Net income — — — — — — 330,105 — 330,105

Balances, May 31, 2022 $ 2,157 51,342 $ 5 $ 2,404,281 716 $ ( 118,248 ) $ 589,740 $ ( 151,833 ) $ 2,723,945

Balances, August 31, 2022 $ — 51,016 $ 5 $ 2,415,868 1,077 $ ( 167,420 ) $ 683,466 $ ( 285,292 ) $ 2,646,627

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

2 unchanged sentences

(currency in thousands)

Six Months Ended

May 31, 2023 May 31, 2022

Nine Months Ended

August 31, 2023 August 31, 2022

Cash flows from operating activities:

27 unchanged sentences

Repayments of the Securitization Facility ( 1,449,000 ) ( 1,116,000 )

Proceeds from issuance of Senior Notes 2,136,987 —

Cash paid for debt issuance costs ( 30,519 ) ( 9,331 )

Purchase of non-controlling interest — ( 2,500 )

Proceeds from exercise of stock options 5,243 6,881

2 unchanged sentences

Dividends paid ( 42,878 ) ( 39,134 )

Net cash provided by (used in) financing activities ( 162,019 ) 1,415,405

Net cash provided by financing activities 1,636,260 1,455,982

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 2,715 ) ( 21,809 )

9 unchanged sentences

NOTE 1— BACKGROUND AND BASIS OF PRESENTATION:

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.

Concentrix Corporation, which operates under the trade name Concentrix + Webhelp (“Concentrix + Webhelp” 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.

13 unchanged sentences

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.

For the three and nine months ended August 31, 2023 and 2022, no client accounted for more than 10% of the Company’s consolidated revenue.

As of August 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.

11 unchanged sentences

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 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 prior senior secured credit facility (the “Prior Credit Facility”) and additional borrowings under its accounts receivable securitization facility (the “Securitization Facility”).

See Note 8 — Borrowings for a further discussion of the Company’s term loan, senior credit facility and the Securitization Facility.

The purchase price consideration to acquire PK consisted of the following:

45 unchanged sentences

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

Gross Carrying Amount Weighted-Average Useful Life Amortization Method

Customer relationships $ 398,600 15 years Accelerated

Technology 63,500 5 years Straight-line

Trade name 5,000 3 years Straight-line

Non-compete agreements 2,200 3 years Straight-line

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.

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.

2 unchanged sentences

• 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.

• An adjustment to interest expense to reflect the additional borrowings of Concentrix under the Prior 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

The supplemental pro forma financial information for the prior period nine months ended August 31, 2022 is as follows:

Nine Months Ended

August 31, 2022

Revenue $ 4,716,716

5 unchanged sentences

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:

The purchase price consideration to acquire ServiceSource consisted of the following:

Cash consideration for ServiceSource stock (1)

8 unchanged sentences

(4) Represents the ServiceSource cash and restricted cash balance acquired at the acquisition.

Preliminary purchase price allocation

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.

2 unchanged sentences

None of the goodwill is deductible for income tax purposes.

The following table summarizes the preliminary estimates of fair values of the assets acquired and liabilities assumed as of the acquisition date:

The following table summarizes the final fair values of the assets acquired and liabilities assumed as of the acquisition date:

July 20, 2022

14 unchanged sentences

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 purchase price allocation includes $ 40,200 of acquired identifiable intangible assets, all of which have finite lives.

The 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

During the measurement period included in the three months ended August 31, 2023, measurement period adjustments were recorded to finalize net deferred tax assets at the acquired value as disclosed in the table above, resulting in a corresponding decrease to goodwill.

The purchase price allocation is now final.

The amounts allocated to intangible assets are as follows:

Gross Carrying Amount Weighted-Average Useful Life Amortization Method

Customer relationships $ 31,370 15 years Accelerated

Technology 5,640 5 years Straight-line

Trade name 3,190 3 years Straight-line

Total $ 40,200

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”);

• 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

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.

Webhelp Combination

On September 25, 2023, the Company completed its acquisition (the “Webhelp Combination”) of all of the issued and outstanding capital stock (the “Shares”) 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 the Webhelp business (“Webhelp”), from the holders thereof (the “Sellers”).

The Webhelp Combination was completed pursuant to the terms and conditions of the Share Purchase and Contribution Agreement, dated as of June 12, 2023, as amended by the First Amendment to the Share Purchase and Contribution Agreement, dated as of July 14, 2023 (the “SPA”) by and among Concentrix, 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 Corporation (“Purchaser”), Webhelp Parent, the Sellers, and certain representatives of the Sellers.

Webhelp is a leading provider of CX solutions, including sales, marketing, and payment services, with significant operations and client relationships in Europe, Latin America, and Africa.

Following the closing of the Webhelp Combination, the Company will operate under the trade name “Concentrix + Webhelp” while it finalizes its permanent name.

The aggregate consideration for the acquisition of the Shares was approximately $ 4 billion and consisted of the following:

• € 500,000 in cash, subject to adjustment as set forth in the SPA (the “Closing Cash Payment”);

• a promissory note issued by Concentrix Corporation in the aggregate principal amount of € 700,000 to certain Sellers, 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;

• 14,862 shares of common stock, par value $ 0.0001 per share, of Concentrix Corporation (the “Concentrix common stock”);

• the repayment of approximately $ 1.6 billion of indebtedness, net of Webhelp cash on hand.

In addition, the Company granted Sellers the contingent right to earn an additional 750 shares of Concentrix common stock (the “Earnout Shares”) if certain conditions set forth in the SPA occur, including the share price of Concentrix common stock reaching $ 170.00 per share within seven years from the closing of the Webhelp Combination (the “Closing Date”) (based on daily volume weighted average prices measured over a specified period).

Prior to the Closing Date, Concentrix and certain Sellers entered into stock restriction agreements (the “Stock Restriction Agreements”), pursuant to which such Sellers (the “Restricted Stock Participants”) agreed to contribute in kind to the Company, and the Company agreed to receive, certain of the Restricted Stock Participants’ Shares in exchange for the issuance of shares of Concentrix common stock with certain restrictions thereon (the “Restricted Shares”) in lieu of such Sellers’ right to a portion of the Earnout Shares.

On the Closing Date, the Company issued approximately 80 Restricted Shares in exchange for certain of the Restricted Stock Participants’ Shares.

The Restricted Shares are non-transferable and non-assignable and are not entitled to any dividends or distributions unless and until the restrictions lapse, as set forth in the Stock Restriction Agreements.

The Restricted Shares will be automatically cancelled by the Company for no consideration in the event that the restrictions on the

Restricted Shares do not lapse.

The Restricted Stock Participants have waived any and all rights as a holder of Restricted Shares to vote on any matter submitted to the holders of Common Stock.

Immediately after the closing of the Webhelp Combination, there were approximately 66.6 million shares of Concentrix common stock outstanding, with Concentrix’ stockholders prior to the Wehbhelp Combination holding approximately 77.6 % of such outstanding shares, and the Sellers holding approximately 22.4 % of such shares.

Given the short period of time from the Closing Date to the filing of this Quarterly Report on Form 10-Q, the Company is in the process of compiling the initial accounting for the Webhelp Combination, including the determination of the fair values of tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, income and non-income based taxes, residual goodwill and the amount of goodwill that will be deductible for tax purposes.

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.

In connection with the acquisitions of PK and ServiceSource and the Webhelp Combination, the Company incurred $ 18,494 and $ 31,470 of acquisition-related and integration expenses for the three and nine months ended August 31, 2023, respectively, and $ 12,565 and $ 15,213 for the three and nine months ended August 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.

6 unchanged sentences

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

The Company recorded share-based compensation expense in the consolidated statements of operations for the three and nine months ended August 31, 2023 and 2022 as follows:

Three Months Ended Nine Months Ended

August 31, 2023 August 31, 2022 August 31, 2023 August 31, 2022

Total share-based compensation $ 10,740 $ 9,862 $ 38,683 $ 37,678

5 unchanged sentences

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:

May 31, 2023 November 30, 2022

August 31, 2023 November 30, 2022

Cash and cash equivalents $ 2,112,792 $ 145,382

2 unchanged sentences

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.

As of August 31, 2023, the Company held approximately $ 1,889,000 of proceeds from the senior notes issued on August 2, 2023 (see Note 8 for further details) in money market funds that were classified as cash and cash equivalents on the balance sheet.

As described in Note 3, the Company used the balance of these funds in connection with the completion of the Webhelp Combination.

Accounts receivable, net:

Accounts receivable, net is comprised of the following as of May 31, 2023 and November 30, 2022:

May 31, 2023 November 30, 2022

Accounts receivable, net is comprised of the following as of August 31, 2023 and November 30, 2022:

August 31, 2023 November 30, 2022

Billed accounts receivable $ 795,096 $ 782,049

5 unchanged sentences

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

Three Months Ended Nine Months Ended

August 31, 2023 August 31, 2022 August 31, 2023 August 31, 2022

Balance at beginning of period $ 8,774 $ 6,994 $ 4,797 $ 5,421

3 unchanged sentences

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:

May 31, 2023 November 30, 2022

The following table summarizes the carrying amounts and related accumulated depreciation for property and equipment as of August 31, 2023 and November 30, 2022:

August 31, 2023 November 30, 2022

Land $ 27,193 $ 27,336

8 unchanged sentences

$ 406,297 $ 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:

May 31, 2023 November 30, 2022

Shown below are the countries where 10% or more of the Company’s property and equipment, net are located as of August 31, 2023 and November 30, 2022:

August 31, 2023 November 30, 2022

Property and equipment, net:

4 unchanged sentences

Total $ 406,297 $ 403,829

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

The following table summarizes the changes in the Company’s goodwill for the nine months ended August 31, 2023 and 2022:

Nine Months Ended

August 31, 2023 August 31, 2022

Balance at beginning of period $ 2,904,402 $ 1,813,502

Acquisitions — 1,195,039

Acquisition measurement period adjustment ( 1,215 ) —

Acquisition measurement period adjustments

Foreign exchange translation 3,238 ( 36,721 )

2 unchanged sentences

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

The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of August 31, 2023 and November 30, 2022:

As of August 31, 2023 As of November 30, 2022

Gross amounts Accumulated amortization Net amounts Gross amounts Accumulated amortization Net amounts

6 unchanged sentences

Fiscal years ending November 30,

2023 (remaining six months) $ 78,680

2023 (remaining three months) $ 39,426

Thereafter 347,206

2 unchanged sentences

The components of accumulated other comprehensive income (loss) (“AOCI”), net of taxes, were as follows:

Three Months Ended May 31, 2023 and 2022

Three Months Ended August 31, 2023 and 2022

Unrecognized gains (losses) on

4 unchanged sentences

adjustments, net of taxes

Balances at February 28, 2022 $ ( 21,972 ) $ ( 4,836 ) $ ( 60,217 ) $ ( 87,025 )

Balances at May 31, 2022 $ ( 21,979 ) $ ( 14,642 ) $ ( 115,212 ) $ ( 151,833 )

Other comprehensive income (loss) before reclassification

2 unchanged sentences

— 9,752 — 9,752

Balances at May 31, 2022

Balances at August 31, 2022

$ ( 21,028 ) $ ( 35,189 ) $ ( 229,075 ) $ ( 285,292 )

Balances at February 28, 2023 $ ( 9,023 ) $ ( 6,453 ) $ ( 270,121 ) $ ( 285,597 )

Balances at May 31, 2023 $ ( 7,972 ) $ ( 8,670 ) $ ( 286,367 ) $ ( 303,009 )

Other comprehensive income (loss) before reclassification

2 unchanged sentences

— 2,458 — 2,458

Balances at May 31, 2023

Balances at August 31, 2023

$ ( 9,711 ) $ ( 4,946 ) $ ( 287,504 ) $ ( 302,161 )

Six Months Ended May 31, 2023 and 2022

Nine Months Ended August 31, 2023 and 2022

Unrecognized gains (losses) on

9 unchanged sentences

— 12,217 — 12,217

Balances at May 31, 2022

Balances at August 31, 2022

$ ( 21,028 ) $ ( 35,189 ) $ ( 229,075 ) $ ( 285,292 )

4 unchanged sentences

— 11,309 — 11,309

Balances at May 31, 2023

Balances at August 31, 2023

$ ( 9,711 ) $ ( 4,946 ) $ ( 287,504 ) $ ( 302,161 )

15 unchanged sentences

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.

These instruments mature at various dates through August 2025.

Gains and losses on cash flow hedges are recorded in AOCI until the hedged item is recognized in earnings.

8 unchanged sentences

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.

During the second quarter of 2023, 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.

1 unchanged sentence

The fair values of the Company’s derivative instruments are disclosed in Note 7—Fair Value Measurements and summarized in the table below:

Balance Sheet Line Item May 31, 2023 November 30, 2022

Balance Sheet Line Item August 31, 2023 November 30, 2022

Derivative instruments not designated as hedging instruments:

16 unchanged sentences

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

Three Months Ended Nine Months Ended

Locations of gain (loss) in statement of operations August 31, 2023 August 31, 2022 August 31, 2023 August 31, 2022

Derivative instruments designated as cash flow hedges

24 unchanged sentences

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

As of August 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 measured at fair value:

Cash equivalents $ 2,028,565 $ 2,028,565 $ — $ — $ 89,932 $ 89,932 $ — $ —

3 unchanged sentences

136 — 136 — — — — —

Liabilities measured at fair value:

Forward foreign currency exchange contracts 29,401 — 29,401 — 47,869 — 47,869 —

Liabilities measured at other than fair value:

Long term debt (senior notes)

2,110,841 2,110,841 — — — — — —

Carrying amount

2,130,982 — — — — — — —

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.

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.

2 unchanged sentences

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 effect of nonperformance risk on the fair value of derivative instruments was not material as of August 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.

During the three and six months ended May 31, 2023 and 2022, there were no transfers between the fair value measurement category levels.

The carrying values of the outstanding balance on the term loan under the Company’s senior 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.

The fair values of the 2026 Notes, 2028 Notes, and 2033 Notes (as defined in Note 8) were based on quoted prices in active markets and are classified within Level 1 of the fair value hierarchy.

The Company does not adjust the quoted market prices for such financial instruments.

During the three and nine months ended August 31, 2023 and 2022, there were no transfers between the fair value measurement category levels.

NOTE 8—BORROWINGS:

Borrowings consist of the following:

May 31, 2023 November 30, 2022

Credit Facility - current portion of Term Loan component $ — $ —

Current portion of long term debt $ — $ —

August 31, 2023 November 30, 2022

6.650% Senior Notes due 2026 $ 800,000 $ —

6.600% Senior Notes due 2028 800,000 —

6.850% Senior Notes due 2033 550,000 —

Credit Facility - Term Loan component 1,850,000 1,875,000

3 unchanged sentences

Long-term debt, net $ 3,973,467 $ 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

$ 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.

On August 2, 2023, the Company issued and sold (i) $ 800,000 aggregate principal amount of 6.650 % Senior Notes due 2026 (the “2026 Notes”), (ii) $ 800,000 aggregate principal amount of 6.600 % Senior Notes due 2028 (the “2028 Notes”) and (iii) $ 550,000 aggregate principal amount of 6.850 % Senior Notes due 2033 (the “2033 Notes” and, together with the 2026 Notes and 2028 Notes, the “Senior Notes”).

The Senior Notes were sold in a registered public offering pursuant to the Company’s Registration Statement on Form S-3, which became effective upon filing, and a Prospectus Supplement dated July 19, 2023, to a Prospectus dated July 17, 2023.

The Senior Notes were issued pursuant to, and are governed by, an indenture, dated as of August 2, 2023 (the “Base Indenture”), between Concentrix and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture dated as of August 2, 2023 between Concentrix and the Trustee relating to the 2026 Notes, a second supplemental indenture dated as of August 2, 2023 between Concentrix and the Trustee relating to the 2028 Notes, and a third supplemental indenture dated as of August 2, 2023 between Concentrix and the Trustee relating to the 2033 Notes (such supplemental indentures, together with the Base Indenture, the “Indenture”).

The Indenture contains customary covenants and restrictions, including covenants that limit Concentrix Corporation’s and certain of its subsidiaries’ ability to create or incur liens on shares

of stock of certain subsidiaries or on principal properties, engage in sale/leaseback transactions or, with respect to Concentrix Corporation, consolidate or merge with, or sell or lease substantially all its assets to, another person.

The Indenture also provides for customary events of default.

The Company used the net proceeds of the offering and sale of the Senior Notes, together with approximately $ 294.7 million of delayed draw borrowings under its $ 2.1447 billion senior unsecured term loan facility and cash on hand, to pay the cash portion of the Webhelp Combination consideration, repay approximately € 1.80 billion of existing indebtedness of Webhelp Parent and its subsidiaries, and pay related fees and expenses in connection with the Webhelp Combination.

The remaining proceeds will be used for general corporate purposes of the Company.

The Company incurred debt discount and issuance costs of approximately $ 19,300 associated with the Senior Notes during the nine months ended August 31, 2023, which are being amortized over the applicable maturity dates.

In connection with the closing of the Webhelp Combination, the Company entered into cross-currency swap arrangements for a total notional amount of $ 500,000 of the Senior Notes.

In addition to aligning the currency of a portion of the interest payments to the Company’s euro-denominated cash flows, the arrangements effectively converted $ 250,000 of each of the 2026 Notes and 2028 Notes into synthetic fixed Euro-based debt at weighted average interest rates of 5.12 % and 5.18 %, respectively.

Bridge Facility and Restated Credit Facility

To provide the debt financing required by the Company to consummate the Webhelp Combination, the Company 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.

Therefore, on April 21, 2023, the Company entered into an Amendment and Restatement Agreement (the “Amendment Agreement”) with the lenders party thereto, JPMorgan Chase and Bank of America, N.A.

to amend and restate the Prior Credit Facility (as amended and restated, the “Restated Credit Facility”).

As a result of having entered into the Amendment Agreement, among other things, the Company 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 .

On August 2, 2023, the remaining outstanding commitment of approximately $ 2.15 billion under the Bridge Commitment Letter was reduced to zero in connection with the issuance of the Senior Notes previously described.

The Restated Credit Facility 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 Facility also provides for a senior unsecured term loan facility in an aggregate principal amount not to exceed approximately $ 2,144,700 , of which $ 1,850,000 was outstanding as of August 31, 2023 and approximately $ 294,702 was drawn on a delayed draw basis on the Closing Date (the “Delayed Draw Term Loans”).

Aggregate borrowing capacity under the Restated Credit Facility 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 Facility, including the receipt of additional commitments for such increase.

In September 2023, the Company prepaid $ 69,700 of the principal balance on the term loan facility, without penalty, resulting in an outstanding balance of approximately $ 2,075,000 .

The maturity date of the Restated Credit Facility remains December 27, 2026, subject, in the case of the revolving credit facility, to two one-year extensions upon the Company’s 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 the 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 Facility 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 the Company’s 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 Facility 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 Facility) in effect on such day, (B) the NYFRB Rate (as defined in the Restated Credit Facility) 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 the Company’s senior unsecured non-credit enhanced long-term indebtedness for borrowed money.

The Restated Credit Facility contains certain loan covenants that are customary for credit facilities of this type and that restrict the ability of Concentrix Corporation 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 Corporation, incurrence of indebtedness.

In addition, the Restated Credit Facility contains financial covenants that require the Company to maintain at the end of each fiscal quarter, (i) a consolidated leverage ratio (as defined in the Restated Credit Facility) not to exceed 3.75 to 1.0 (or for certain periods following certain qualified acquisitions, including the Webhelp Combination, 4.25 to 1.0) and (ii) a consolidated interest coverage ratio (as defined in the Restated Credit Facility) equal to or greater than 3.00 to 1.0.

The Restated Credit Facility also contains various customary events of default, including payment defaults, defaults under certain other indebtedness, and a change of control of Concentrix Corporation.

None of Concentrix’ subsidiaries guarantees the obligations under the Restated Credit Facility.

Prior to entering into the Amendment Agreement, obligations under the Company’s 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

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.

Borrowings under the Prior 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 the Company’s 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.

At August 31, 2023 and November 30, 2022, no amounts were outstanding under the Company’s revolving credit facility.

During the nine months ended August 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 $ 4,613 and $ 21,617 in Bridge Facility financing fees during the three and nine months ended August 31, 2023, respectively.

The full amount of the Bridge Facility financing fees of $ 21,617 was expensed during the nine months ended August 31, 2023, which included $ 10,687 in the three months ended August 31, 2023.

In the nine months ended August 31, 2023, the Company paid $ 3,369 in debt amendment fees related to the Restated Credit Facility.

The debt amendment fees that were capitalized are being amortized over the remaining life of the Restated Credit Facility.

Securitization Facility

1 unchanged sentence

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 .

Under the Securitization Facility, Concentrix Corporation and certain of its subsidiaries (the “Originators”) sell or otherwise transfer all of their accounts receivable to a special purpose bankruptcy-remote subsidiary of the Company (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 Securitization Facility contains various affirmative and negative covenants, including a consolidated leverage ratio covenant that is consistent with the Restated Credit Facility and customary events of default, including payment defaults, defaults under certain other indebtedness, a change in control of Concentrix Corporation, 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.

Sellers’ Note

On September 25, 2023, as part of the consideration for the Webhelp Combination, Concentrix Corporation issued a promissory note in the aggregate principal amount of € 700,000 (the “Sellers’ Note”) to certain Sellers (the “Noteholders”).

Pursuant to the Sellers’ Note, the unpaid principal amount outstanding will accrue interest from time to time at a rate of two percent ( 2 %) per annum, and all principal and accrued interest will be due and payable on September 25, 2025.

Covenant compliance

As of May 31, 2023 and November 30, 2022, Concentrix was in compliance with all covenants for the above arrangements.

As of August 31, 2023 and November 30, 2022, Concentrix was in compliance with all covenants for the above arrangements.

NOTE 9— EARNINGS PER SHARE:

1 unchanged sentence

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

Three Months Ended Nine Months Ended

August 31, 2023 August 31, 2022 August 31, 2023 August 31, 2022

Basic earnings per common share:

19 unchanged sentences

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

Three Months Ended Nine Months Ended

August 31, 2023 August 31, 2022 August 31, 2023 August 31, 2022

Industry vertical:

16 unchanged sentences

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.

During the three and nine months ended August 31, 2023, the Company contributed $ 22,945 and $ 67,470 , respectively, to defined contribution plans.

During the three and nine months ended August 31, 2022, the Company contributed $ 20,211 and $ 62,726 , respectively, to defined contribution plans.

Defined Benefit Plans

6 unchanged sentences

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.

Net benefit costs related to defined benefit plans were $ 2,433 and $ 8,060 , during the three and nine months ended August 31, 2023, respectively.

Net benefit costs related to defined benefit plans were $ 2,350 and $ 7,978 , during the three and nine months ended August 31, 2022, respectively.

On an aggregate basis, the plans were underfunded by $ 67,572 and $ 71,815 at August 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.

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.

The effective tax rates for the three and nine months ended August 31, 2023 and 2022 were impacted by the geographic mix of worldwide income and certain discrete items.

The liability for unrecognized tax benefits was $ 87,276 and $ 78,501 at August 31, 2023 and November 30, 2022, respectively, and is included in other long-term liabilities in the consolidated balance sheets.

As of August 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 $ 47,016 and $ 40,793 , respectively.

This amount includes net interest and penalties of $ 8,961 and $ 7,538 for the respective periods.

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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

Three Months Ended Nine Months Ended

August 31, 2023 August 31, 2022 August 31, 2023 August 31, 2022

Operating lease cost $ 51,966 $ 49,627 $ 155,401 $ 150,167

3 unchanged sentences

Total operating lease cost $ 67,430 $ 65,590 $ 202,268 $ 197,444

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:

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 August 31, 2023:

Fiscal Years Ending November 30,

2023 (remaining six months)

2023 (remaining three months)

Thereafter 32,020

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The following amounts were recorded in the consolidated balance sheets related to the Company’s operating leases:

May 31, 2023 November 30, 2022

August 31, 2023 November 30, 2022

Operating lease ROU assets Other assets, net $ 425,746 $ 473,039

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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

Nine Months Ended

August 31, 2023 August 31, 2022

Cash paid for amounts included in the measurement of lease liabilities $ 159,460 $ 147,579

Non-cash ROU assets obtained in exchange for lease liabilities 86,273 150,492

The weighted-average remaining lease term and discount rate as of May 31, 2023 and November 30, 2022 were as follows:

May 31, 2023 November 30, 2022

The weighted-average remaining lease term and discount rate as of August 31, 2023 and November 30, 2022 were as follows:

August 31, 2023 November 30, 2022

Weighted-average remaining lease term (years) 3.44 3.72

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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 separation and distribution agreement with TD SYNNEX Corporation (“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 the Company under the separation and distribution agreement, which are generally those liabilities that relate to the Company’s CX business, 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.

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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 .

During the three and nine months ended August 31, 2023, the Company repurchased 320 and 431 shares, respectively, of its common stock for an aggregate purchase price of $ 27,000 and $ 41,941 , respectively.

During the three and nine months ended August 31, 2022, the Company repurchased 359 and 726 shares, respectively, of its common stock for an aggregate purchase price of $ 48,986 and $ 106,836 , respectively.

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.

At August 31, 2023, approximately $ 312,144 remained available for share repurchases under the existing authorization from the Company’s board of directors.

During September 2023, the Company repurchased 95 shares of its common stock for an aggregate purchase price of $ 7,062 .

During fiscal years 2023 and 2022, the Company has paid the following dividends per share approved by the Company’s board of directors:

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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.

June 28, 2023 July 28, 2023 $ 0.275 August 8, 2023

On September 27, 2023, the Company announced a cash dividend of $ 0.3025 per share to stockholders of record as of October 27, 2023, payable on November 7, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements