Concentrix Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS CONCENTRIX CORPORATION CONSOLIDATED BALANCE SHEETS (currency and share amounts in thousands, except par value) August 31, 2024 November 30, 2023 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 246,241 $ 295,336 Accounts receivable, net 1,935,566 1,888,890 Other current assets 668,433 674,423 Total current assets 2,850,240 2,858,649 Property and equipment, net 732,663 748,691 Goodwill 5,084,029 5,078,668 Intangible assets, net 2,482,968 2,804,965 Deferred tax assets 114,820 72,333 Other assets 942,878 928,521 Total assets $ 12,207,598 $ 12,491,827 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 211,348 $ 243,565 Current portion of long-term debt 2,857 2,313 Accrued compensation and benefits 634,629 731,172 Other accrued liabilities 932,653 1,016,406 Income taxes payable 30,517 80,583 Total current liabilities 1,812,004 2,074,039 Long-term debt, net 4,908,866 4,939,712 Other long-term liabilities 940,301 920,536 Deferred tax liabilities 377,661 414,246 Total liabilities 8,038,832 8,348,533 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 August 31, 2024 and November 30, 2023, respectively — — Common stock, $ 0.0001 par value, 250,000 shares authorized; 68,077 and 67,883 shares issued as of August 31, 2024 and November 30, 2023, respectively, and 64,394 and 65,734 shares outstanding as of August 31, 2024 and November 30, 2023, respectively 7 7 Additional paid-in capital 3,653,735 3,582,521 Treasury stock, 3,683 and 2,149 shares as of August 31, 2024 and November 30, 2023, respectively ( 375,941 ) ( 271,968 ) Retained earnings 1,098,855 1,024,461 Accumulated other comprehensive loss ( 207,890 ) ( 191,727 ) Total stockholders’ equity 4,168,766 4,143,294 Total liabilities and stockholders’ equity $ 12,207,598 $ 12,491,827 The accompanying notes are an integral part of these consolidated financial statements. 2 CONCENTRIX CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (currency and share amounts in thousands, except per share amounts) (unaudited) Three Months Ended Nine Months Ended August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023 Revenue $ 2,387,412 $ 1,632,834 $ 7,170,876 $ 4,883,944 Cost of revenue 1,523,220 1,039,142 4,592,586 3,128,866 Gross profit 864,192 593,692 2,578,290 1,755,078 Selling, general and administrative expenses 710,950 431,425 2,126,439 1,274,198 Operating income 153,242 162,267 451,851 480,880 Interest expense and finance charges, net 80,815 49,293 245,711 130,496 Other expense (income), net 46,011 6,169 19,772 19,266 Income before income taxes 26,416 106,805 186,368 331,118 Provision for income taxes 9,785 29,170 50,801 86,763 Net income $ 16,631 $ 77,635 $ 135,567 $ 244,355 Earnings per common share: Basic $ 0.25 $ 1.50 $ 2.00 $ 4.70 Diluted $ 0.25 $ 1.49 $ 2.00 $ 4.67 Weighted-average common shares outstanding: Basic 64,660 51,059 65,196 51,130 Diluted 64,749 51,209 65,311 51,384 The accompanying notes are an integral part of these consolidated financial statements. 3 CONCENTRIX CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (currency in thousands) (unaudited) Three Months Ended Nine Months Ended August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023 Net income $ 16,631 $ 77,635 $ 135,567 $ 244,355 Other comprehensive income (loss): Unrealized gains (losses) of defined benefit plans, net of taxes of $ 0 and $( 135 ) for the three and nine months ended August 31, 2024, respectively, and $( 539 ) and $( 719 ) for the three and nine months ended August 31, 2023, respectively 633 ( 1,739 ) 1,907 ( 1,240 ) Unrealized gains (losses) on hedges during the period, net of taxes of $( 6,890 ) and $ 1,539 for the three and nine months ended August 31, 2024, respectively, and $( 422 ) and $( 1,219 ) for the three and nine months ended August 31, 2023, respectively 23,647 1,266 ( 1,300 ) 3,659 Reclassification of net losses on hedges to net income, net of taxes of $( 789 ) and $( 807 ) for the three and nine months ended August 31, 2024, respectively, and $( 821 ) and $( 3,769 ) for the three and nine months ended August 31, 2023, respectively 2,323 2,458 2,391 11,309 Total change in unrealized gains (losses) on hedges, net of taxes 25,970 3,724 1,091 14,968 Foreign currency translation, net of taxes of $ 0 for the three and nine months ended August 31, 2024 and 2023, respectively 75,602 ( 1,137 ) ( 19,161 ) ( 140 ) Other comprehensive income (loss) 102,205 848 ( 16,163 ) 13,588 Comprehensive income $ 118,836 $ 78,483 $ 119,404 $ 257,943 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 Nine Months Ended August 31, 2024 Common stock Treasury stock Shares Amount Additional paid-in capital Shares Amount Retained earnings Accumulated other comprehensive income (loss) Total stockholders’ equity Balances, May 31, 2024 68,007 $ 7 $ 3,627,559 3,074 $ ( 336,486 ) $ 1,102,438 $ ( 310,095 ) $ 4,083,423 Other comprehensive income — — — — — — 102,205 102,205 Share-based compensation activity 70 — 26,176 — — — — 26,176 Repurchase of common stock for tax withholdings on equity awards — — — 2 ( 147 ) — — ( 147 ) Repurchase of common stock — — — 607 ( 39,308 ) — — ( 39,308 ) Dividends — — — — — ( 20,214 ) — ( 20,214 ) Net income — — — — — 16,631 — 16,631 Balances, August 31, 2024 68,077 $ 7 $ 3,653,735 3,683 $ ( 375,941 ) $ 1,098,855 $ ( 207,890 ) $ 4,168,766 Balances, November 30, 2023 67,883 $ 7 $ 3,582,521 2,149 $ ( 271,968 ) $ 1,024,461 $ ( 191,727 ) $ 4,143,294 Other comprehensive loss — — — — — — ( 16,163 ) ( 16,163 ) Share-based compensation activity 194 — 71,214 — — — — 71,214 Repurchase of common stock for tax withholdings on equity awards — — — 27 ( 2,358 ) — — ( 2,358 ) Repurchase of common stock — — — 1,507 ( 101,615 ) — — ( 101,615 ) Dividends — — — — — ( 61,173 ) — ( 61,173 ) Net income — — — — — 135,567 — 135,567 Balances, August 31, 2024 68,077 $ 7 $ 3,653,735 3,683 $ ( 375,941 ) $ 1,098,855 $ ( 207,890 ) $ 4,168,766 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 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, 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 Repurchase of common stock for tax withholdings on equity awards — — — 9 ( 680 ) — — ( 680 ) Repurchase of common stock — — — 320 ( 27,000 ) — — ( 27,000 ) Dividends — — — — — ( 14,248 ) — ( 14,248 ) Net income — — — — — 77,635 — 77,635 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 Other comprehensive income — — — — — — 13,588 13,588 Share-based compensation activity 318 — 43,626 — — — — 43,626 Repurchase of common stock for tax withholdings on equity awards — — — 68 ( 9,132 ) — — ( 9,132 ) Repurchase of common stock — — — 431 ( 41,941 ) — — ( 41,941 ) Dividends — — — — — ( 42,878 ) — ( 42,878 ) Net income — — — — — 244,355 — 244,355 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. 6 CONCENTRIX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (currency in thousands) (unaudited) Nine Months Ended August 31, 2024 August 31, 2023 Cash flows from operating activities: Net income $ 135,567 $ 244,355 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 188,296 114,632 Amortization 348,827 118,196 Non-cash share-based compensation expense 65,671 38,383 Provision for doubtful accounts 5,927 7,687 Deferred income taxes ( 80,865 ) ( 43,683 ) Amortization of debt discount and issuance costs 19,178 1,682 Unrealized loss on call options — 14,493 Pension and other post-retirement benefit costs 11,360 8,060 Pension and other post-retirement plan contributions ( 3,420 ) ( 5,615 ) Change in acquisition contingent consideration ( 11,086 ) — Other 1,463 667 Changes in operating assets and liabilities: Accounts receivable, net ( 47,687 ) ( 5,138 ) Accounts payable ( 27,448 ) ( 22,073 ) Other operating assets and liabilities ( 222,692 ) ( 22,902 ) Net cash provided by operating activities 383,091 448,744 Cash flows from investing activities: Purchases of property and equipment ( 178,891 ) ( 115,717 ) Acquisition of business, net of cash and restricted cash acquired ( 4,504 ) — Net cash used in investing activities ( 183,395 ) ( 115,717 ) Cash flows from financing activities: Proceeds from the Amended Credit Facility - Term Loan — — Repayments of the Amended Credit Facility - Term Loan ( 350,000 ) ( 25,000 ) Proceeds from the Securitization Facility 1,725,000 1,092,500 Repayments of the Securitization Facility ( 1,434,500 ) ( 1,449,000 ) Proceeds from issuance of Senior Notes — 2,136,987 Other debt proceeds 6,369 — Other debt repayments ( 6,196 ) — Cash paid for debt issuance costs ( 600 ) ( 30,519 ) Cash paid for acquired earnout liabilities ( 22,737 ) — Proceeds from exercise of stock options 5,543 5,243 Repurchase of common stock for tax withholdings on equity awards ( 2,358 ) ( 9,132 ) Repurchase of common stock ( 101,615 ) ( 41,941 ) Dividends paid ( 61,173 ) ( 42,878 ) Change in funds held for clients ( 25,807 ) — Net cash provided by (used in) financing activities ( 268,074 ) 1,636,260 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 6,347 ) ( 2,715 ) Net increase (decrease) in cash, cash equivalents and restricted cash ( 74,725 ) 1,966,572 Cash, cash equivalents and restricted cash at beginning of year 516,487 157,463 Cash, cash equivalents and restricted cash at end of period $ 441,762 $ 2,124,035 Supplemental disclosure of non-cash investing activities: Accrued costs for property and equipment purchases $ 24,447 $ 18,814 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 global technology and services leader that designs, builds, and runs fully integrated, end-to-end solutions at speed and scale across the enterprise, helping 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 customer experience (“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: 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, 2023 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, 2023. 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, 2023. 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, 2023. Recently adopted accounting pronouncements are discussed below. Concentration of credit risk For the three and nine months ended August 31, 2024 and 2023, no client accounted for more than 10% of the Company’s consolidated revenue. As of August 31, 2024 and November 30, 2023, no client comprised more than 10% of the Company’s total accounts receivable balance. 8 Recent accounting pronouncements In November 2023, the Financial Accounting Standards Board (the “FASB”) issued accounting standards update (“ASU”) 2023-07, which enhances the disclosures required for reportable segments in annual and interim consolidated financial statements. ASU 2023-07 is effective for the Company for annual reporting periods beginning with the fiscal year ending November 30, 2025 and for interim reporting periods beginning in fiscal year 2026. Early adoption is permitted. The Company is currently evaluating the impact that this update will have on its disclosures in the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, which requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregated information related to income taxes paid. The amendments in ASU 2023-09 are effective for the Company for the fiscal year ending November 30, 2026. The Company is currently evaluating the impact that this update will have on its disclosures in 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: Webhelp Combination Background 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”). Webhelp was a leading provider of CX solutions, including sales, marketing, and payment services, with significant operations and client relationships in Europe, Latin America, and Africa. 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. Purchase price consideration The total purchase price consideration, net of cash and restricted cash acquired, for the acquisition of Webhelp was $ 3,774.8 million, which was funded by proceeds from the Company’s August 2023 offering and sale of senior notes, term loan borrowings under the Company’s senior credit facility, the issuance of shares of the Company’s common stock, and cash on hand. See Note 8 — Borrowings for a further discussion of the Company’s senior notes, term loan, and senior credit facility. 9 The purchase price consideration to acquire Webhelp consisted of the following: Cash consideration for Shares (1) $ 529,160 Cash consideration for repayment of Webhelp debt and shareholder loan (2) 1,915,197 Total cash consideration 2,444,357 Equity consideration (3) 1,084,894 Earnout shares contingent consideration (4) 32,919 Sellers’ note consideration (5) 711,830 Total consideration transferred 4,274,000 Less: Cash and restricted cash acquired (6) ( 499,211 ) Total purchase price consideration $ 3,774,789 (1) Represents the cash consideration paid, and to be paid, in the aggregate amount of € 500,000 , as adjusted in accordance with the SPA. (2) Represents the cash consideration paid to repay Webhelp’s outstanding senior loan debt and shareholder loan. (3) Represents the issuance of 14,862 shares of common stock, par value $ 0.0001 per share, of Concentrix Corporation (the “Concentrix common stock”). (4) Represents the contingent right for the Sellers to earn an additional 750 shares of Concentrix common stock (the “Earnout Shares”). The estimated fair value of this contingent consideration was determined using a Monte-Carlo simulation model. The inputs include the closing price of Concentrix common stock as of the Closing Date (as defined below), Concentrix-specific historical equity volatility, and the risk-free rate. See further details below. (5) Represents a promissory note issued by Concentrix Corporation in the aggregate principal amount of € 700,000 to certain Sellers. See Note 8 — Borrowings for a further discussion of this promissory note. (6) Represents the Webhelp cash and restricted cash balance acquired at the Closing Date. The Company granted Sellers the contingent right to earn 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 Concentrix common stock. 10 Preliminary purchase price allocation The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations . 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, comprehensive service portfolio delivery capabilities, and strategic benefits that are expected to be realized from the acquisition. None of the goodwill is expected to be deductible for income tax purposes. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date: As of September 25, 2023 Assets acquired: Cash and cash equivalents $ 310,313 Accounts receivable 450,180 Other current assets (1) 451,687 Property and equipment 324,142 Identifiable intangible assets 1,984,000 Goodwill 2,116,985 Deferred tax assets 20,735 Other assets 409,268 Total assets acquired 6,067,310 Liabilities assumed: Accounts payable 67,886 Accrued compensation and benefits 248,401 Other accrued liabilities 574,335 Income taxes payable 74,042 Debt (current portion and long-term) 8,589 Deferred tax liabilities 409,135 Other long-term liabilities 410,922 Total liabilities assumed 1,793,310 Total consideration transferred $ 4,274,000 (1) Includes restricted cash acquired of $ 188,899 . As of August 31, 2024, the allocation of the purchase price has not been finalized and the one-year measurement period has not ended. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the valuation of identifiable intangible assets acquired, 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. 11 As a result of further refining its estimates and assumptions since the date of the acquisition, the Company recorded measurement period adjustments to the initial purchase price allocation. Adjustments were primarily made to cash, goodwill, accrued compensation and benefits, accrued liabilities, other long-term liabilities and deferred income taxes. For the nine months ended August 31, 2024, the Company recorded measurement period adjustments of $ 31,641 to goodwill. The preliminary purchase price allocation includes $ 1,984,000 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 Webhelp Combination, 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 Webhelp. The preliminary amounts allocated to intangible assets are as follows: Gross Carrying Amount Weighted-Average Useful Life Amortization Method Customer relationships $ 1,882,000 15 years Accelerated Trade name 102,000 3 years Straight-line Total $ 1,984,000 Supplemental Pro Forma Information (unaudited) 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 combination with Webhelp had been completed on December 1, 2022, 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 combination with Webhelp had occurred on December 1, 2022 to give effect to certain events that the Company believes to be directly attributable to the acquisition. These pro forma adjustments primarily include: • A net increase in amortization expense that would have been recognized due to acquired identifiable intangible assets. • An increase in depreciation expense associated with the step up of fair values of property and equipment assets acquired. • A net increase to interest expense to reflect the additional borrowings of Concentrix incurred in connection with the combination as previously described and the repayment of Webhelp’s historical debt in conjunction with the combination. • The related income tax effects of the adjustments noted above. 12 The supplemental pro forma financial information for the nine months ended August 31, 2023 is as follows: Nine Months Ended August 31, 2023 Revenue $ 7,068,183 Net income 85,047 Acquisition-related and integration expenses In connection with the Webhelp Combination and previous year acquisitions, the Company incurred $ 36,055 and $ 97,134 of acquisition-related and integration expenses for the three and nine months ended August 31, 2024, respectively, and $ 18,494 and $ 31,470 for the three and nine months ended August 31, 2023, respectively. 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 February 2024, the Company granted 96 restricted stock units and 115 performance-based restricted stock units under the Concentrix Corporation 2020 Stock Incentive Plan (the “Concentrix Stock Incentive Plan”), which included annual awards to the Company’s senior executive team. The restricted stock units had a weighted average grant date fair value of $ 89.28 per share and vest over a service period of three years . The performance-based restricted stock units will vest, if at all, upon the achievement of certain financial targets during the three -year period ending November 30, 2026. The performance-based restricted stock units had a grant date weighted average fair value of $ 85.71 per share. In April 2024, the Company granted 532 performance-based restricted stock units under the Concentrix Stock Incentive Plan. The performance-based restricted stock units will vest, if at all, upon the achievement of certain financial targets during the three -year period ending November 30, 2026. The performance-based restricted stock units had a grant date weighted average fair value of $ 52.87 per share. The Company recorded share-based compensation expense in the consolidated statements of operations for the three and nine months ended August 31, 2024 and 2023 as follows: Three Months Ended Nine Months Ended August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023 Total share-based compensation $ 22,663 $ 10,740 $ 65,927 $ 38,683 Tax benefit recorded in the provision for income taxes ( 5,666 ) ( 2,685 ) ( 16,482 ) ( 9,671 ) Effect on net income $ 16,997 $ 8,055 $ 49,445 $ 29,012 Share-based compensation expense is included in selling, general and administrative expenses in the consolidated statements of operations. 13 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 August 31, 2024 November 30, 2023 Cash and cash equivalents $ 246,241 $ 295,336 Restricted cash included in other current assets 195,521 221,151 Cash, cash equivalents and restricted cash $ 441,762 $ 516,487 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. The Company had a corresponding current liability recorded in other accrued liabilities on the consolidated balance sheet related to funds held for clients of approximately $ 186,390 and $ 218,228 as of August 31, 2024 and November 30, 2023, respectively. Accounts receivable, net: Accounts receivable, net is comprised of the following as of August 31, 2024 and November 30, 2023: As of August 31, 2024 November 30, 2023 Billed accounts receivable $ 1,055,616 $ 1,082,469 Unbilled accounts receivable 893,605 818,954 Less: Allowance for doubtful accounts ( 13,655 ) ( 12,533 ) Accounts receivable, net $ 1,935,566 $ 1,888,890 Allowance for doubtful trade receivables: Presented below is a progression of the allowance for doubtful trade receivables: Three Months Ended Nine Months Ended August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023 Balance at beginning of period $ 13,043 $ 8,774 $ 12,533 $ 4,797 Net additions (reductions) 2,237 2,857 5,927 7,687 Write-offs and reclassifications ( 1,625 ) ( 786 ) ( 4,805 ) ( 1,639 ) Balance at end of period $ 13,655 $ 10,845 $ 13,655 $ 10,845 14 Property and equipment, net: The following table summarizes the carrying amounts and related accumulated depreciation for property and equipment as of August 31, 2024 and November 30, 2023: As of August 31, 2024 November 30, 2023 Land $ 28,375 $ 28,039 Equipment, computers, and software 835,084 762,961 Furniture and fixtures 158,274 157,425 Buildings, building improvements, and leasehold improvements 607,451 566,384 Construction-in-progress 48,029 35,175 Total property and equipment, gross $ 1,677,213 $ 1,549,984 Less: Accumulated depreciation ( 944,550 ) ( 801,293 ) Property and equipment, net $ 732,663 $ 748,691 Shown below are the countries where significant concentrations of the Company’s property and equipment, net are located as of August 31, 2024 and November 30, 2023: As of August 31, 2024 November 30, 2023 Property and equipment, net: United States $ 119,764 $ 123,335 Philippines 77,472 75,943 France 68,293 65,599 India 49,628 51,248 Others 417,506 432,566 Total $ 732,663 $ 748,691 Goodwill: The following table summarizes the changes in the Company’s goodwill for the nine months ended August 31, 2024 and 2023: Nine Months Ended August 31, 2024 August 31, 2023 Balance at beginning of period $ 5,078,668 $ 2,904,402 Acquisition measurement period adjustments 31,641 ( 10,592 ) Foreign exchange translation ( 26,280 ) 3,238 Balance at end of period $ 5,084,029 $ 2,897,048 15 Intangible assets, net: The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of August 31, 2024 and November 30, 2023: As of August 31, 2024 As of November 30, 2023 Gross amounts Accumulated amortization Net amounts Gross amounts Accumulated amortization Net amounts Customer relationships $ 3,707,169 $ ( 1,331,990 ) $ 2,375,179 $ 3,670,246 $ ( 1,011,201 ) $ 2,659,045 Technology 79,730 ( 46,690 ) 33,040 79,739 ( 36,174 ) 43,565 Trade names 120,414 ( 45,901 ) 74,513 118,823 ( 17,255 ) 101,568 Non-compete agreements 2,200 ( 1,964 ) 236 2,200 ( 1,413 ) 787 $ 3,909,513 $ ( 1,426,545 ) $ 2,482,968 $ 3,871,008 $ ( 1,066,043 ) $ 2,804,965 Estimated future amortization expense of the Company’s intangible assets is as follows: Fiscal years ending November 30, 2024 (remaining three months) $ 114,426 2025 435,710 2026 387,524 2027 293,127 2028 248,478 Thereafter 1,003,703 Total $ 2,482,968 Accumulated other comprehensive income (loss): The components of accumulated other comprehensive income (loss) (“AOCI”), net of taxes, were as follows: Three Months Ended August 31, 2024 and 2023 Unrecognized gains (losses) on defined benefit plan, net of taxes Unrealized gains (losses) on hedges, net of taxes Foreign currency translation adjustments, net of taxes Total Balances at May 31, 2023 $ ( 7,972 ) $ ( 8,670 ) $ ( 286,367 ) $ ( 303,009 ) Other comprehensive income (loss) before reclassification ( 1,739 ) 1,266 ( 1,137 ) ( 1,610 ) Reclassification of losses from other comprehensive income (loss) — 2,458 — 2,458 Balances at August 31, 2023 $ ( 9,711 ) $ ( 4,946 ) $ ( 287,504 ) $ ( 302,161 ) Balances at May 31, 2024 $ ( 9,997 ) $ ( 20,390 ) $ ( 279,708 ) $ ( 310,095 ) Other comprehensive income (loss) before reclassification 633 23,647 75,602 99,882 Reclassification of gains from other comprehensive income (loss) — 2,323 — 2,323 Balances at August 31, 2024 $ ( 9,364 ) $ 5,580 $ ( 204,106 ) $ ( 207,890 ) 16 Nine Months Ended August 31, 2024 and 2023 Unrecognized gains (losses) on defined benefit plan, net of taxes Unrealized gains (losses) on hedges, net of taxes Foreign currency translation adjustments, net of taxes Total Balances at November 30, 2022 $ ( 8,471 ) $ ( 19,914 ) $ ( 287,364 ) $ ( 315,749 ) Other comprehensive income (loss) before reclassification ( 1,240 ) 3,659 ( 140 ) 2,279 Reclassification of losses from other comprehensive income (loss) — 11,309 — 11,309 Balances at August 31, 2023 $ ( 9,711 ) $ ( 4,946 ) $ ( 287,504 ) $ ( 302,161 ) Balances at November 30, 2023 $ ( 11,271 ) $ 4,489 $ ( 184,945 ) $ ( 191,727 ) Other comprehensive income (loss) before reclassification 1,907 ( 1,300 ) ( 19,161 ) ( 18,554 ) Reclassification of gains from other comprehensive income (loss) — 2,391 — 2,391 Balances at August 31, 2024 $ ( 9,364 ) $ 5,580 $ ( 204,106 ) $ ( 207,890 ) 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 mitigate the effect on gross margins from fluctuations in foreign currency exchange rates, certain of the Company’s legal entities with functional currencies that are not U.S. dollars may hedge a portion of forecasted revenue or costs not denominated in the entities’ functional currencies. These instruments mature at various dates through August 2026. 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 17 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. Cross-currency interest rate swaps In connection with the closing of the Webhelp Combination, the Company entered into cross-currency swap arrangements with certain financial institutions for a total notional amount of $ 500,000 of the Company’s senior notes. In addition to aligning the currency of a portion of the Company’s interest payments to the Company’s euro-denominated cash flows, the arrangements, together with intercompany loans and additional intercompany cross-currency interest rate swap arrangements described below, effectively converted $ 250,000 aggregate principal amount of the Company’s 6.650 % Senior Notes due 2026 and $ 250,000 aggregate principal amount of the Company’s 6.660 % Senior Notes due 2028 into synthetic fixed euro-based debt at weighted average interest rates of 5.12 % and 5.18 %, respectively. Concurrent with entering into the cross-currency interest rate swaps with certain financial institutions, Marnix SAS, a wholly owned subsidiary of Concentrix, entered into corresponding U.S. dollar denominated intercompany loan agreements with certain other subsidiaries of Concentrix with identical terms and notional amounts as the underlying $ 500,000 U.S. dollar denominated senior notes, with reciprocal cross-currency interest rate swaps. The cross-currency interest rate swaps are designated as fair value hedges. 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 August 31, 2024 November 30, 2023 Derivative instruments not designated as hedging instruments: Foreign exchange forward contracts (notional value) $ 622,069 $ 2,173,330 Other current assets 4,134 16,078 Other accrued liabilities 7,820 20,856 Derivative instruments designated as fair value hedges: Cross-currency interest rate swaps (notional value) $ 471,604 $ 471,604 Other long-term liabilities 20,724 17,219 Derivative instruments designated as cash flow hedges: Foreign exchange forward contracts (notional value) $ 1,037,598 $ 996,667 Other current assets and other assets 11,238 14,330 Other accrued liabilities and other long-term liabilities 3,073 2,724 18 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, and the British pound, 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. 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 Nine Months Ended Locations of gain (loss) in statement of operations August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023 Derivative instruments designated as cash flow and fair value hedges: Gains (losses) recognized in OCI: Foreign exchange forward contracts $ 27,168 $ 1,688 $ ( 7,025 ) $ 4,878 Cross-currency interest rate swaps 3,369 — 4,186 — Total $ 30,537 $ 1,688 $ ( 2,839 ) $ 4,878 Gains (losses) reclassified from AOCI into income: Foreign exchange forward contracts Gain (loss) reclassified from AOCI into income Cost of revenue for services $ ( 2,531 ) $ ( 2,457 ) $ ( 2,648 ) $ ( 11,179 ) Gain (loss) reclassified from AOCI into income Selling, general and administrative expenses ( 581 ) ( 822 ) ( 550 ) ( 3,899 ) Total $ ( 3,112 ) $ ( 3,279 ) $ ( 3,198 ) $ ( 15,078 ) Derivative instruments not designated as hedging instruments: Loss recognized from foreign exchange forward contracts, net (1) Other expense (income), net $ ( 7,663 ) $ ( 2,170 ) $ ( 11,696 ) $ ( 7,005 ) Loss recognized from foreign exchange call options contracts, net Other expense (income), net — ( 2,064 ) — ( 14,493 ) Total $ ( 7,663 ) $ ( 4,234 ) $ ( 11,696 ) $ ( 21,498 ) (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. 19 There were no material gain or loss amounts excluded from the assessment of effectiveness. Existing net gains in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are $ 5,508 . Offsetting of Derivatives In the consolidated balance sheets, the Company does not offset derivative assets against liabilities in master netting arrangements. Credit exposure for derivative financial instruments is limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed the Company’s obligations to the counterparties. The Company manages the potential risk of credit losses by selecting 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). 20 The following table summarizes the valuation of the Company’s investments and financial instruments that are measured at fair value on a recurring basis: As of August 31, 2024 As of November 30, 2023 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 $ 100,625 $ 100,625 $ — $ — $ 52,847 $ 52,847 $ — $ — Foreign government bond — — — — 1,853 1,853 — — Forward foreign currency exchange contracts 15,372 — 15,372 — 30,408 — 30,408 — Liabilities measured at fair value: Forward foreign currency exchange contracts 10,893 — 10,893 — 23,580 — 23,580 — Cross-currency interest rate swaps 20,724 — 20,724 — 17,219 — 17,219 — Acquisition contingent consideration 32,373 — 32,373 — 48,600 — 48,600 — Liabilities measured at other than fair value: Long term debt (senior notes) Fair value 2,238,629 — 2,238,629 — 2,146,554 — 2,146,554 — Carrying amount 2,134,626 — — — 2,131,870 — — — 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 values of the cross-currency interest rate swaps are determined using a market approach that is based on observable inputs other than quoted market prices, including contract terms, interest rates, currency rates, and other market factors. The estimated fair value of the acquisition contingent consideration entered into in connection with the Webhelp Combination was determined using a Monte-Carlo simulation model. The inputs include the closing price of Concentrix common stock as of the reporting period end date, Concentrix-specific historical equity volatility, and the risk-free rate. The effect of nonperformance risk on the fair value of derivative instruments was not material as of August 31, 2024 and November 30, 2023. 21 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 senior credit facility and the outstanding balance on the Company’s accounts receivable securitization facility (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) are based on quoted prices in active markets and are classified within Level 2 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, 2024 and August 31, 2023, there were no transfers between the fair value measurement category levels. NOTE 8—BORROWINGS: Borrowings consist of the following: As of August 31, 2024 November 30, 2023 Other loans $ 2,857 $ 2,313 Current portion of long-term debt $ 2,857 $ 2,313 6.650 % Senior Notes due 2026 $ 800,000 $ 800,000 6.600 % Senior Notes due 2028 800,000 800,000 6.850 % Senior Notes due 2033 550,000 550,000 Credit Facility - Term Loan component 1,600,000 1,950,000 Securitization Facility 419,000 128,500 Sellers’ Note 773,633 762,286 Other loans 4,930 5,301 Long-term debt, before unamortized debt discount and issuance costs 4,947,563 4,996,087 Less: unamortized debt discount and issuance costs ( 38,697 ) ( 56,375 ) Long-term debt, net $ 4,908,866 $ 4,939,712 Senior Notes 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 22 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. Restated Credit Facility On April 21, 2023, the Company entered into an Amendment and Restatement Agreement (the “Amendment Agreement”) with the lenders party thereto, JPMorgan Chase Bank, N.A. and Bank of America, N.A., to amend and restate the Company’s senior secured credit facility (the “Prior Credit Facility” and as amended and restated, the “Restated Credit Facility”). 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 (the “Term Loan”), of which $ 1,850,000 was incurred upon the amendment and approximately $ 294,702 was drawn on a delayed draw basis on the Closing Date. 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. As of November 30, 2023, the outstanding principal balance on the Term Loan was $ 1,950,000 due to principal payments made subsequent to the Closing Date. During the three and nine months ended August 31, 2024, the Company voluntarily prepaid $ 100,000 and $ 350,000 , respectively, of the principal balance on the Term Loan, without penalty, resulting in an outstanding balance at August 31, 2024 of $ 1,600,000 . The maturity date of the Restated Credit Facility is 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. Due to the voluntary prepayments previously described, no principal payment is required until the outstanding principal amount is 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. 23 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 the Company’s 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 August 31, 2024 and November 30, 2023, no amounts were outstanding under the Company’s revolving credit facility. During the nine months ended August 31, 2023, the Company voluntarily prepaid $ 25,000 of the principal balance on the term loans under the Prior Credit Facility, without penalty. Securitization Facility On April 25, 2024, the Company entered into an amendment to the Securitization Facility to (i) increase the commitment of the lenders to provide available borrowings from up to $ 500,000 to up to $ 600,000 , (ii) extend the termination date of the Securitization Facility from July 5, 2024 to April 24, 2026, and (iii) amend the interest rate margins, such that borrowings under the Securitization Facility that are funded by certain lenders through such lenders’ issuance of commercial paper bear interest at the applicable commercial paper rate plus a spread of 0.80 % and, otherwise, at a bank rate that includes a per annum rate equal to the applicable SOFR rate (subject to a SOFR related adjustment of 0.10 %), plus a spread of 0.90 %. 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 $ 600,000 . 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 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 the Company and its subsidiaries. 24 Sellers’ Note On September 25, 2023, as part of the consideration for the Webhelp Combination, Concentrix Corporation issued the Sellers’ Note in the aggregate principal amount of € 700,000 to certain Sellers. The stated rate of interest associated with the Sellers’ Note is two percent ( 2.00 %) per annum, which is below the Company’s expected borrowing rate. As a result, the Company discounted the Sellers’ Note by € 31,500 using an approximate 4.36 % imputed annual interest rate. This discounting resulted in an initial value of € 668,500 or $ 711,830 . The discounted value is being amortized into interest expense over the two-year term. All stated principal and accrued interest will be due and payable on September 25, 2025. Covenant compliance As of August 31, 2024 and November 30, 2023, Concentrix was in compliance with all covenants for the above arrangements. 25 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. Three Months Ended Nine Months Ended August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023 Basic earnings per common share: Net income $ 16,631 $ 77,635 $ 135,567 $ 244,355 Less: net income allocated to participating securities (1) ( 559 ) ( 1,286 ) ( 4,873 ) ( 4,198 ) Net income attributable to common stockholders $ 16,072 $ 76,349 $ 130,694 $ 240,157 Weighted-average number of common shares - basic 64,660 51,059 65,196 51,130 Basic earnings per common share $ 0.25 $ 1.50 $ 2.00 $ 4.70 Diluted earnings per common share: Net income $ 16,631 $ 77,635 $ 135,567 $ 244,355 Less: net income allocated to participating securities (1) ( 558 ) ( 1,282 ) ( 4,865 ) ( 4,178 ) Net income attributable to common stockholders $ 16,073 $ 76,353 $ 130,702 $ 240,177 Weighted-average number of common shares - basic 64,660 51,059 65,196 51,130 Effect of dilutive securities: Stock options and restricted stock units 89 150 115 254 Weighted-average number of common shares - diluted 64,749 51,209 65,311 51,384 Diluted earnings per common share $ 0.25 $ 1.49 $ 2.00 $ 4.67 (1) Restricted stock awards granted to employees by the Company are considered participating securities. Effective in the fourth quarter of fiscal year 2023, certain restricted stock units granted are also 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 Nine Months Ended August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023 Industry vertical: Technology and consumer electronics $ 664,829 $ 528,281 $ 1,988,199 $ 1,549,093 Retail, travel and ecommerce 593,736 322,394 1,745,529 935,850 Communications and media 380,508 252,497 1,141,926 767,278 Banking, financial services and insurance 352,471 246,771 1,095,616 768,388 Healthcare 172,400 167,428 540,162 509,960 Other 223,468 115,463 659,444 353,375 Total $ 2,387,412 $ 1,632,834 $ 7,170,876 $ 4,883,944 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 nine months ended August 31, 2024, the Company contributed $ 23,539 and $ 75,171 , 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. Defined Benefit Plans 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 $ 4,271 and $ 11,360 , during the three and nine months ended August 31, 2024, 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. On an aggregate basis, the plans were underfunded by $ 85,152 and $ 81,813 at August 31, 2024 and November 30, 2023, 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 nine months ended August 31, 2024 and 2023 were impacted by the geographic mix of worldwide income and certain discrete items. 27 The liability for unrecognized tax benefits was $ 100,219 and $ 87,939 at August 31, 2024 and November 30, 2023, respectively, and is included in other long-term liabilities in the consolidated balance sheets. As of August 31, 2024 and November 30, 2023, the total amount of unrecognized tax benefits that would affect income tax expense if recognized in the consolidated financial statements was $ 69,728 and $ 52,779 , respectively. This amount includes net interest and penalties of $ 14,099 and $ 8,617 for the respective periods. The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits could decrease between approximately $ 42,962 and $ 45,671 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 2037. The Company’s finance leases are not material. The following table presents the various components of operating lease costs: Three Months Ended Nine Months Ended August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023 Operating lease cost $ 73,765 $ 51,966 $ 217,471 $ 155,401 Short-term lease cost 24,437 4,521 67,005 14,412 Variable lease cost 11,145 12,446 33,154 36,826 Sublease income ( 1,013 ) ( 1,503 ) ( 3,299 ) ( 4,371 ) Total operating lease cost $ 108,334 $ 67,430 $ 314,331 $ 202,268 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, 2024: Fiscal Years Ending November 30, 2024 (remaining three months) $ 77,149 2025 283,742 2026 218,703 2027 161,630 2028 119,741 Thereafter 172,746 Total payments 1,033,711 Less: imputed interest* 161,850 Total present value of lease payments $ 871,861 *Imputed interest represents the difference between undiscounted cash flows and discounted cash flows. The following amounts were recorded in the consolidated balance sheets related to the Company’s operating leases: As of August 31, 2024 November 30, 2023 Operating lease ROU assets Other assets, net $ 824,229 $ 813,590 Current operating lease liabilities Other accrued liabilities 238,020 229,010 Non-current operating lease liabilities Other long-term liabilities 633,841 623,290 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: Nine Months Ended August 31, 2024 August 31, 2023 Cash paid for amounts included in the measurement of lease liabilities $ 230,274 $ 159,460 Non-cash ROU assets obtained in exchange for lease liabilities 210,359 86,273 The weighted-average remaining lease term and discount rate as of August 31, 2024 and November 30, 2023 were as follows: As of August 31, 2024 November 30, 2023 Weighted-average remaining lease term (years) 4.55 4.88 Weighted-average discount rate 6.82 % 6.41 % 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. The Company does not believe that the above commitments and contingencies will have a material adverse effect on the Company’s results of operations, financial position, or cash flows. NOTE 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 nine months ended August 31, 2024, the Company repurchased 607 and 1,507 shares, respectively, of its common stock for an aggregate purchase price of $ 39,308 and $ 101,615 , respectively. 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. 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 August 31, 2024, approximately $ 188,512 remained available for share repurchases under the existing authorization from the Company’s board of directors. During September 2024, the Company repurchased 162 shares of its common stock for an aggregate purchase price of $ 10,624 . 29 Dividends During fiscal years 2024 and 2023, 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 19, 2023 January 30, 2023 $ 0.275 February 10, 2023 March 29, 2023 April 28, 2023 $ 0.275 May 9, 2023 June 28, 2023 July 28, 2023 $ 0.275 August 8, 2023 September 27, 2023 October 27, 2023 $ 0.3025 November 7, 2023 January 24, 2024 February 5, 2024 $ 0.3025 February 15, 2024 March 26, 2024 April 26, 2024 $ 0.3025 May 7, 2024 June 26, 2024 July 26, 2024 $ 0.3025 August 6, 2024 On September 25, 2024, the Company announced a cash dividend of $ 0.33275 per share to stockholders of record as of the close of business on October 25, 2024, payable on November 5, 2024. 30