3 unchanged sentences
(currency and share amounts in thousands, except par value)
−Removed: August 31, 2024 November 30, 2023
+Added: February 28, 2025 November 30, 2024
Current assets:
23 unchanged sentences
Stockholders’ equity:
−Removed: 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
+Added: Preferred stock, $ 0.0001 par value, 10,000 shares authorized and no shares issued and outstanding as of February 28, 2025 and November 30, 2024, respectively
Common stock, $ 0.0001 par value, 250,000 shares authorized;
−Removed: 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
+Added: 69,007 and 68,849 shares issued as of February 28, 2025 and November 30, 2024, respectively, and 63,814 and 64,238 shares outstanding as of February 28, 2025 and November 30, 2024, respectively
Additional paid-in capital 3,711,701 3,683,608
−Removed: Treasury stock, 3,683 and 2,149 shares as of August 31, 2024 and November 30, 2023, respectively
+Added: Treasury stock, 5,193 and 4,611 shares as of February 28, 2025 and November 30, 2024, respectively
( 449,374 ) ( 421,449 )
7 unchanged sentences
(currency and share amounts in thousands, except per share amounts)
−Removed: Three Months Ended Nine Months Ended
−Removed: August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023
+Added: Three Months Ended
+Added: February 28, 2025 February 29, 2024
Revenue $ 2,372,222 $ 2,402,748
18 unchanged sentences
(currency in thousands)
−Removed: Three Months Ended Nine Months Ended
−Removed: August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023
+Added: Three Months Ended
+Added: February 28, 2025 February 29, 2024
$ 70,257 $ 52,102
Other comprehensive income (loss):
−Removed: 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
−Removed: 633 ( 1,739 ) 1,907 ( 1,240 )
−Removed: 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
+Added: Unrealized gains (losses) of defined benefit plans, net of taxes of $( 19 ) and $( 135 ) for the three months ended February 28, 2025 and February 29, 2024, respectively
+Added: Unrealized gains (losses) on hedges during the period, net of taxes of $ 819 and $ 1,328 for the three months ended February 28, 2025 and February 29, 2024, respectively
1,287 ( 4,020 )
−Removed: 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
+Added: Reclassification of net losses (gains) on hedges to net income, net of taxes of $( 1,562 ) and $ 150 for the three months ended February 28, 2025 and February 29, 2024, respectively
4,586 ( 427 )
1 unchanged sentence
5,873 ( 4,447 )
−Removed: Foreign currency translation, net of taxes of $ 0 for the three and nine months ended August 31, 2024 and 2023, respectively
+Added: Foreign currency translation adjustments for the three months ended February 28, 2025 and February 29, 2024, respectively
( 60,914 ) ( 69,412 )
1 unchanged sentence
( 53,889 ) ( 72,555 )
−Removed: Comprehensive income
+Added: Comprehensive income (loss)
$ 16,368 $ ( 20,453 )
3 unchanged sentences
(currency and share amounts in thousands)
−Removed: Three and Nine Months Ended August 31, 2024
+Added: Three Months Ended February 28, 2025 and February 29, 2024
Common stock Treasury stock
Shares Amount Additional paid-in capital Shares Amount Retained earnings Accumulated other comprehensive income (loss) Total stockholders’ equity
−Removed: Balances, May 31, 2024 68,007 $ 7 $ 3,627,559 3,074 $ ( 336,486 ) $ 1,102,438 $ ( 310,095 ) $ 4,083,423
−Removed: Other comprehensive income — — — — — — 102,205 102,205
−Removed: Share-based compensation activity 70 — 26,176 — — — — 26,176
−Removed: Repurchase of common stock for tax withholdings on equity awards — — — 2 ( 147 ) — — ( 147 )
−Removed: Repurchase of common stock — — — 607 ( 39,308 ) — — ( 39,308 )
−Removed: Dividends — — — — — ( 20,214 ) — ( 20,214 )
−Removed: Net income — — — — — 16,631 — 16,631
−Removed: 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
5 unchanged sentences
Net income — — — — — 52,102 — 52,102
−Removed: Balances, August 31, 2024 68,077 $ 7 $ 3,653,735 3,683 $ ( 375,941 ) $ 1,098,855 $ ( 207,890 ) $ 4,168,766
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
−Removed: CONCENTRIX CORPORATION
−Removed: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
−Removed: (currency and share amounts in thousands)
−Removed: Three and Nine Months Ended August 31, 2023
−Removed: Common stock Treasury stock
−Removed: Shares Amount Additional paid-in capital Shares Amount Retained earnings Accumulated other comprehensive income (loss) Total stockholders’ equity
−Removed: Balances, May 31, 2023 52,619 $ 5 $ 2,459,234 1,441 $ ( 214,172 ) $ 912,204 $ ( 303,009 ) $ 2,854,262
−Removed: Other comprehensive income — — — — — — 848 848
−Removed: Share-based compensation activity 66 — 12,705 — — — — 12,705
−Removed: Repurchase of common stock for tax withholdings on equity awards — — — 9 ( 680 ) — — ( 680 )
−Removed: Repurchase of common stock — — — 320 ( 27,000 ) — — ( 27,000 )
−Removed: Dividends — — — — — ( 14,248 ) — ( 14,248 )
−Removed: Net income — — — — — 77,635 — 77,635
−Removed: Balances, August 31, 2023 52,685 $ 5 $ 2,471,939 1,770 $ ( 241,852 ) $ 975,591 $ ( 302,161 ) $ 2,903,522
+Added: Balances, February 29, 2024 67,981 $ 7 $ 3,605,694 2,409 $ ( 295,732 ) $ 1,055,950 $ ( 264,282 ) $ 4,101,637
Balances, November 30, 2024 68,849 $ 7 $ 3,683,608 4,611 $ ( 421,449 ) $ 1,191,871 $ ( 414,313 ) $ 4,039,724
−Removed: Other comprehensive income — — — — — — 13,588 13,588
+Added: Other comprehensive loss — — — — — — ( 53,889 ) ( 53,889 )
Share-based compensation activity 158 — 28,093 — — — — 28,093
3 unchanged sentences
Net income — — — — — 70,257 — 70,257
−Removed: Balances, August 31, 2023 52,685 $ 5 $ 2,471,939 1,770 $ ( 241,852 ) $ 975,591 $ ( 302,161 ) $ 2,903,522
+Added: Balances, February 28, 2025 69,007 $ 7 $ 3,711,701 5,193 $ ( 449,374 ) $ 1,239,638 $ ( 468,202 ) $ 4,033,770
The accompanying notes are an integral part of these consolidated financial statements.
2 unchanged sentences
(currency in thousands)
−Removed: Nine Months Ended
−Removed: August 31, 2024 August 31, 2023
+Added: Three Months Ended
+Added: February 28, 2025 February 29, 2024
Cash flows from operating activities:
Net income $ 70,257 $ 52,102
−Removed: Adjustments to reconcile net income to net cash provided by operating activities:
+Added: Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation 55,097 67,758
4 unchanged sentences
Amortization of debt discount and issuance costs 6,003 5,625
−Removed: Unrealized loss on call options — 14,493
Pension and other post-retirement benefit costs 3,883 3,579
6 unchanged sentences
Other operating assets and liabilities ( 90,896 ) ( 194,229 )
−Removed: Net cash provided by operating activities 383,091 448,744
+Added: Net cash provided by (used in) operating activities 1,408 ( 46,870 )
Cash flows from investing activities:
3 unchanged sentences
Cash flows from financing activities:
−Removed: Proceeds from the Amended Credit Facility - Term Loan — —
Repayments of the Amended Credit Facility - Term Loan — ( 100,000 )
+Added: Proceeds from the Amended Credit Facility - Revolver 100,000 —
+Added: Repayments of the Amended Credit Facility - Revolver ( 100,000 ) —
Proceeds from the Securitization Facility 582,500 628,000
Repayments of the Securitization Facility ( 401,500 ) ( 430,500 )
−Removed: Proceeds from issuance of Senior Notes — 2,136,987
Other debt proceeds — 400
1 unchanged sentence
Cash paid for debt issuance costs ( 334 ) —
−Removed: Cash paid for acquired earnout liabilities ( 22,737 ) —
+Added: Acquisition deferred consideration payment ( 3,483 ) —
Proceeds from exercise of stock options 1,607 1,607
3 unchanged sentences
Change in funds held for clients ( 20,517 ) ( 37,894 )
−Removed: Net cash provided by (used in) financing activities ( 268,074 ) 1,636,260
+Added: Net cash provided by financing activities 102,300 14,444
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 6,582 ) ( 5,544 )
9 unchanged sentences
NOTE 1— BACKGROUND AND BASIS OF PRESENTATION:
−Removed: 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.
−Removed: 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:
+Added: Concentrix Corporation (“Concentrix” or the “Company”), is a global technology and services leader that powers its clients’ brand experiences and digital operations.
+Added: The Company designs, builds, and runs fully integrated, end-to-end solutions, 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;
10 unchanged sentences
All intercompany balances and transactions have been eliminated in consolidation.
−Removed: Reclassifications
−Removed: Certain amounts in the consolidated financial statements related to the prior years have been reclassified to conform to the current year’s presentation.
+Added: 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 (“Webhelp”), from the holders thereof (the “Sellers”).
+Added: The Webhelp Combination was funded by proceeds from the Company’s offering and sale of senior notes in August 2023, term loan borrowings under the Company’s senior credit facility, the issuance of a promissory note by Concentrix Corporation to certain Sellers (the “Sellers’ Note”), the issuance of shares of common stock, par value $0.0001 per share, of Concentrix Corporation (the “Concentrix common stock”), and cash on hand.
+Added: See Note 7 — Borrowings for a further discussion of the Company’s senior notes, term loan, senior credit facility, and the Sellers’ Note.
NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
2 unchanged sentences
Concentration of credit risk
−Removed: 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.
−Removed: As of August 31, 2024 and November 30, 2023, no client comprised more than 10% of the Company’s total accounts receivable balance.
−Removed: Recent accounting pronouncements
+Added: For the three months ended February 28, 2025 and February 29, 2024, no client accounted for more than 10% of the Company’s consolidated revenue.
+Added: As of February 28, 2025 and November 30, 2024, no client comprised more than 10% of the Company’s total accounts receivable balance .
+Added: Accounts receivable factoring
+Added: The Company has factoring programs with certain clients to sell accounts receivable to financial institutions under non-recourse agreements in exchange for cash proceeds.
+Added: During the three months ended February 28, 2025 and February 29, 2024, the Company sold approximately $ 307,000 and $ 364,000 of accounts receivable under its factoring programs.
+Added: As of February 28, 2025 and February 29, 2024, the Company had approximately $ 152,000 and $ 162,000 outstanding under its factoring programs.
+Added: In some instances, the Company may continue to service the transferred receivables after factoring has occurred.
+Added: However, any servicing of the trade receivable does not constitute significant continuing involvement.
+Added: Accounting pronouncements recently issued
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.
5 unchanged sentences
The Company is currently evaluating the impact that this update will have on its disclosures in the consolidated financial statements.
+Added: In November 2024, the FASB issued ASU 2024-03, which requires the disaggregation of certain expenses in the notes to the financial statements, to provide enhanced transparency into the expense captions presented on the face of the income statement.
+Added: ASU 2024-03 is effective for the Company for annual reporting periods beginning with the fiscal year ending November 30, 2028 and for interim periods beginning in fiscal year 2029.
+Added: Early adoption is permitted.
+Added: The amendments in this ASU may be applied either prospectively or retrospectively.
+Added: 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.
−Removed: NOTE 3—ACQUISITIONS:
−Removed: Webhelp Combination
−Removed: 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”).
−Removed: 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.
−Removed: 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.
−Removed: Purchase price consideration
−Removed: 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.
−Removed: See Note 8 — Borrowings for a further discussion of the Company’s senior notes, term loan, and senior credit facility.
−Removed: The purchase price consideration to acquire Webhelp consisted of the following:
−Removed: Cash consideration for Shares (1)
−Removed: Cash consideration for repayment of Webhelp debt and shareholder loan (2)
−Removed: Total cash consideration 2,444,357
−Removed: Equity consideration (3)
−Removed: Earnout shares contingent consideration (4)
−Removed: Sellers’ note consideration (5)
−Removed: Total consideration transferred 4,274,000
−Removed: Cash and restricted cash acquired (6)
−Removed: Total purchase price consideration $ 3,774,789
−Removed: (1) Represents the cash consideration paid, and to be paid, in the aggregate amount of € 500,000 , as adjusted in accordance with the SPA.
−Removed: (2) Represents the cash consideration paid to repay Webhelp’s outstanding senior loan debt and shareholder loan.
−Removed: (3) Represents the issuance of 14,862 shares of common stock, par value $ 0.0001 per share, of Concentrix Corporation (the “Concentrix common stock”).
−Removed: (4) Represents the contingent right for the Sellers to earn an additional 750 shares of Concentrix common stock (the “Earnout Shares”).
−Removed: The estimated fair value of this contingent consideration was determined using a Monte-Carlo simulation model.
−Removed: 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.
−Removed: See further details below.
−Removed: (5) Represents a promissory note issued by Concentrix Corporation in the aggregate principal amount of € 700,000 to certain Sellers.
−Removed: See Note 8 — Borrowings for a further discussion of this promissory note.
−Removed: (6) Represents the Webhelp cash and restricted cash balance acquired at the Closing Date.
−Removed: 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).
−Removed: 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.
−Removed: On the Closing Date, the Company issued approximately 80 Restricted Shares in exchange for certain of the Restricted Stock Participants’ Shares.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Preliminary purchase price allocation
−Removed: The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations .
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: None of the goodwill is expected to be deductible for income tax purposes.
−Removed: The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date:
−Removed: September 25, 2023
−Removed: Assets acquired:
−Removed: Cash and cash equivalents $ 310,313
−Removed: Accounts receivable 450,180
−Removed: Other current assets (1)
−Removed: Property and equipment 324,142
−Removed: Identifiable intangible assets 1,984,000
−Removed: Goodwill 2,116,985
−Removed: Deferred tax assets 20,735
−Removed: Other assets 409,268
−Removed: Total assets acquired 6,067,310
−Removed: Liabilities assumed:
−Removed: Accounts payable 67,886
−Removed: Accrued compensation and benefits 248,401
−Removed: Other accrued liabilities 574,335
−Removed: Income taxes payable 74,042
−Removed: Debt (current portion and long-term) 8,589
−Removed: Deferred tax liabilities 409,135
−Removed: Other long-term liabilities 410,922
−Removed: Total liabilities assumed 1,793,310
−Removed: Total consideration transferred $ 4,274,000
−Removed: (1) Includes restricted cash acquired of $ 188,899 .
−Removed: As of August 31, 2024, the allocation of the purchase price has not been finalized and the one-year measurement period has not ended.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Adjustments were primarily made to cash, goodwill, accrued compensation and benefits, accrued liabilities, other long-term liabilities and deferred income taxes.
−Removed: For the nine months ended August 31, 2024, the Company recorded measurement period adjustments of $ 31,641 to goodwill.
−Removed: The preliminary purchase price allocation includes $ 1,984,000 of acquired identifiable intangible assets, all of which have finite lives.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The preliminary amounts allocated to intangible assets are as follows:
−Removed: Gross Carrying Amount Weighted-Average Useful Life Amortization Method
−Removed: Customer relationships $ 1,882,000 15 years Accelerated
−Removed: Trade name 102,000 3 years Straight-line
−Removed: Total $ 1,984,000
−Removed: Supplemental Pro Forma Information (unaudited)
−Removed: 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.
−Removed: The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.
−Removed: 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.
−Removed: These pro forma adjustments primarily include:
−Removed: • A net increase in amortization expense that would have been recognized due to acquired identifiable intangible assets.
−Removed: • An increase in depreciation expense associated with the step up of fair values of property and equipment assets acquired.
−Removed: • 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.
−Removed: • The related income tax effects of the adjustments noted above.
−Removed: The supplemental pro forma financial information for the nine months ended August 31, 2023 is as follows:
−Removed: Nine Months Ended
−Removed: August 31, 2023
−Removed: Revenue $ 7,068,183
−Removed: Net income 85,047
−Removed: Acquisition-related and integration expenses
−Removed: 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.
−Removed: 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.
−Removed: These acquisition-related and integration expenses were recorded within selling, general and administrative expenses in the consolidated statement of operations.
NOTE 3— 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.
−Removed: 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.
−Removed: 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 .
−Removed: 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.
−Removed: The performance-based restricted stock units had a grant date weighted average fair value of $ 85.71 per share.
−Removed: In April 2024, the Company granted 532 performance-based restricted stock units under the Concentrix Stock Incentive Plan.
−Removed: 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.
−Removed: The performance-based restricted stock units had a grant date weighted average fair value of $ 52.87 per share.
−Removed: 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:
−Removed: Three Months Ended Nine Months Ended
−Removed: August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023
−Removed: Total share-based compensation $ 22,663 $ 10,740 $ 65,927 $ 38,683
−Removed: Tax benefit recorded in the provision for income taxes ( 5,666 ) ( 2,685 ) ( 16,482 ) ( 9,671 )
−Removed: Effect on net income $ 16,997 $ 8,055 $ 49,445 $ 29,012
+Added: In January 2025, the Company granted 176 restricted stock units and 489 performance-based restricted stock units under the Concentrix Corporation Amended and Restated 2020 Stock Incentive Plan, as amended (the “2020 Plan”), which included annual awards to the Company’s senior executive team.
+Added: The restricted stock units had a grant date weighted average fair value of $ 52.54 per share and vest ratably over a service period of three years .
+Added: 170 of the performance-based restricted stock units under the 2020 Plan will vest, if at all, upon the achievement of certain financial targets during the three -year period ending November 30, 2027.
+Added: These performance-based restricted stock units had a grant date weighted average fair value of $ 48.94 per share.
+Added: 319 of the performance-based restricted stock units under the 2020 Plan will vest, if at all, upon the achievement of certain total shareholder return goals during the three -year period ending November 30, 2027.
+Added: These performance-based restricted stock units are market condition awards and had a grant date weighted average fair value of $ 41.28 per share.
+Added: The Company recorded share-based compensation expense of $ 26,600 and $ 21,646 for the three months ended February 28, 2025 and February 29, 2024, respectively.
Share-based compensation expense is included in selling, general and administrative expenses in the consolidated statements of operations.
2 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:
−Removed: August 31, 2024 November 30, 2023
+Added: February 28, 2025 November 30, 2024
Cash and cash equivalents $ 308,000 $ 240,571
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.
−Removed: 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.
+Added: Of the restricted cash balance, $ 159,432 and $ 179,949 related to funds held for clients as of February 28, 2025 and November 30, 2024, respectively.
+Added: As of February 28, 2025 and November 30, 2024, the Company has a corresponding current liability recorded in other accrued liabilities on the consolidated balance sheet related to these funds.
Accounts receivable, net:
−Removed: Accounts receivable, net is comprised of the following as of August 31, 2024 and November 30, 2023:
−Removed: August 31, 2024 November 30, 2023
+Added: Accounts receivable, net is comprised of the following as of February 28, 2025 and November 30, 2024:
+Added: February 28, 2025 November 30, 2024
Billed accounts receivable $ 1,139,356 $ 1,080,778
Unbilled accounts receivable 892,881 860,266
−Removed: Allowance for doubtful accounts ( 13,655 ) ( 12,533 )
+Added: Allowance for doubtful trade receivables
+Added: ( 17,416 ) ( 14,307 )
Accounts receivable, net
2 unchanged sentences
Presented below is a progression of the allowance for doubtful trade receivables:
−Removed: Three Months Ended Nine Months Ended
−Removed: August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023
+Added: Three Months Ended
+Added: February 28, 2025 February 29, 2024
Balance at beginning of period $ 14,307 $ 12,533
3 unchanged sentences
Property and equipment, net:
−Removed: The following table summarizes the carrying amounts and related accumulated depreciation for property and equipment as of August 31, 2024 and November 30, 2023:
−Removed: August 31, 2024 November 30, 2023
+Added: The following table summarizes the carrying amounts and related accumulated depreciation for property and equipment as of February 28, 2025 and November 30, 2024:
+Added: February 28, 2025 November 30, 2024
Land $ 28,504 $ 28,235
9 unchanged sentences
$ 677,636 $ 714,517
−Removed: 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:
−Removed: August 31, 2024 November 30, 2023
+Added: Shown below are the countries where significant concentrations of the Company’s property and equipment, net are located as of February 28, 2025 and November 30, 2024:
+Added: February 28, 2025 November 30, 2024
Property and equipment, net:
5 unchanged sentences
Total $ 677,636 $ 714,517
−Removed: The following table summarizes the changes in the Company’s goodwill for the nine months ended August 31, 2024 and 2023:
−Removed: Nine Months Ended
−Removed: August 31, 2024 August 31, 2023
+Added: The following table summarizes the changes in the Company’s goodwill for the three months ended February 28, 2025 and February 29, 2024:
+Added: Three Months Ended
+Added: February 28, 2025 February 29, 2024
Balance at beginning of period $ 4,986,967 $ 5,078,668
Acquisition measurement period adjustments
−Removed: 31,641 ( 10,592 )
Foreign exchange translation ( 53,562 ) ( 61,199 )
2 unchanged sentences
Intangible assets, net:
−Removed: The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of August 31, 2024 and November 30, 2023:
−Removed: As of August 31, 2024 As of November 30, 2023
+Added: The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of February 28, 2025 and November 30, 2024:
+Added: As of February 28, 2025 As of November 30, 2024
Gross amounts Accumulated amortization Net amounts Gross amounts Accumulated amortization Net amounts
6 unchanged sentences
Fiscal years ending November 30,
−Removed: 2024 (remaining three months) $ 114,426
+Added: 2025 (remaining nine months) $ 311,586
Thereafter 761,645
2 unchanged sentences
The components of accumulated other comprehensive income (loss) (“AOCI”), net of taxes, were as follows:
−Removed: Three Months Ended August 31, 2024 and 2023
−Removed: Unrecognized gains (losses) on
−Removed: defined benefit plan, net of taxes
−Removed: Unrealized gains (losses) on
−Removed: hedges, net of taxes
−Removed: Foreign currency translation
−Removed: adjustments, net of taxes
−Removed: Balances at May 31, 2023 $ ( 7,972 ) $ ( 8,670 ) $ ( 286,367 ) $ ( 303,009 )
−Removed: Other comprehensive income (loss) before reclassification
−Removed: ( 1,739 ) 1,266 ( 1,137 ) ( 1,610 )
−Removed: Reclassification of losses from other comprehensive income (loss)
−Removed: — 2,458 — 2,458
−Removed: Balances at August 31, 2023
−Removed: $ ( 9,711 ) $ ( 4,946 ) $ ( 287,504 ) $ ( 302,161 )
−Removed: Balances at May 31, 2024 $ ( 9,997 ) $ ( 20,390 ) $ ( 279,708 ) $ ( 310,095 )
−Removed: Other comprehensive income (loss) before reclassification
−Removed: 633 23,647 75,602 99,882
−Removed: Reclassification of gains from other comprehensive income (loss)
−Removed: — 2,323 — 2,323
−Removed: Balances at August 31, 2024
−Removed: $ ( 9,364 ) $ 5,580 $ ( 204,106 ) $ ( 207,890 )
−Removed: Nine Months Ended August 31, 2024 and 2023
+Added: Three Months Ended February 28, 2025 and February 29, 2024
Unrecognized gains (losses) on
9 unchanged sentences
— ( 427 ) — ( 427 )
−Removed: Balances at August 31, 2023
+Added: Balances at February 29, 2024
$ ( 9,967 ) $ 42 $ ( 254,357 ) $ ( 264,282 )
4 unchanged sentences
— 4,586 — 4,586
−Removed: Balances at August 31, 2024
+Added: Balances at February 28, 2025
$ ( 4,131 ) $ ( 20,008 ) $ ( 444,063 ) $ ( 468,202 )
Refer to Note 5—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.
−Removed: Reclassifications of amortization of actuarial (gains) losses of defined benefit plans is recorded in “Other expense (income), net” in the consolidated statement of operations.
+Added: Reclassifications of
+Added: amortization of actuarial (gains) losses of defined benefit plans is recorded in “Other expense (income), net” in the consolidated statement of operations.
NOTE 5— DERIVATIVE INSTRUMENTS:
10 unchanged sentences
Cash Flow Hedges
−Removed: 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.
+Added: To mitigate the impact 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.
−Removed: These instruments mature at various dates through August 2026.
+Added: These instruments mature at various dates through February 2027.
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.
−Removed: Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted
−Removed: hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period.
+Added: Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period.
Deferred gains and losses in AOCI associated with such derivative instruments are reclassified into earnings in the period of de-designation.
7 unchanged sentences
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.
−Removed: 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.
+Added: Concurrent with entering into the cross-currency interest rate swaps with certain financial institutions, Marnix SAS, an indirect 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.
3 unchanged sentences
The fair values of the Company’s derivative instruments are disclosed in Note 6—Fair Value Measurements and summarized in the table below:
−Removed: Balance Sheet Line Item August 31, 2024 November 30, 2023
+Added: Balance Sheet Line Item February 28, 2025 November 30, 2024
Derivative instruments not designated as hedging instruments:
6 unchanged sentences
Other long-term liabilities
−Removed: 20,724 17,219
Derivative instruments designated as cash flow hedges:
1 unchanged sentence
Other current assets and other assets
−Removed: 11,238 14,330
Other accrued liabilities and other long-term liabilities
+Added: 20,344 22,155
Volume of activity
−Removed: 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.
+Added: The notional amounts of foreign exchange forward contracts represent the gross amounts of foreign currency, including, principally, the Philippine peso, the Indian rupee, and the euro, 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.
1 unchanged sentence
The Effect of Derivative Instruments on AOCI and the Consolidated Statements of Operations
−Removed: 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:
−Removed: Three Months Ended Nine Months Ended
−Removed: Locations of gain (loss) in statement of operations August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023
+Added: The following table shows the location of gains and losses, before taxes, of the Company’s derivative instruments designated as cash flow hedges, fair value hedges and not designated as hedging instruments in other comprehensive income (“OCI”), and the consolidated statements of operations for the periods presented:
+Added: Three Months Ended
+Added: Locations of gain (loss) in statement of operations February 28, 2025 February 29, 2024
Derivative instruments designated as cash flow and fair value hedges:
3 unchanged sentences
$ 468 $ ( 5,348 )
−Removed: $ 30,537 $ 1,688 $ ( 2,839 ) $ 4,878
Gains (losses) reclassified from AOCI into income:
1 unchanged sentence
Gain (loss) reclassified from AOCI into income
−Removed: Cost of revenue for services $ ( 2,531 ) $ ( 2,457 ) $ ( 2,648 ) $ ( 11,179 )
+Added: Cost of revenue
+Added: $ ( 4,582 ) $ 454
Gain (loss) reclassified from AOCI into income
2 unchanged sentences
Derivative instruments not designated as hedging instruments:
−Removed: Loss recognized from foreign exchange forward contracts, net (1)
−Removed: Other expense (income), net $ ( 7,663 ) $ ( 2,170 ) $ ( 11,696 ) $ ( 7,005 )
−Removed: Loss recognized from foreign exchange call options contracts, net
+Added: Gain recognized from foreign exchange forward contracts, net (1)
Other expense (income), net $ 9,062 $ 337
−Removed: $ ( 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.
There were no material gain or loss amounts excluded from the assessment of effectiveness.
−Removed: 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 .
+Added: Existing net losses in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are $ 15,725 .
Offsetting of Derivatives
8 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:
−Removed: As of August 31, 2024 As of November 30, 2023
+Added: As of February 28, 2025 As of November 30, 2024
Fair value measurement category Fair value measurement category
1 unchanged sentence
Assets measured at fair value:
−Removed: Cash equivalents $ 100,625 $ 100,625 $ — $ — $ 52,847 $ 52,847 $ — $ —
−Removed: Foreign government bond — — — — 1,853 1,853 — —
+Added: Cash and cash equivalents
+Added: $ 308,000 $ 308,000 $ — $ — $ 240,571 $ 240,571 $ — $ —
+Added: Restricted cash
+Added: 167,449 167,449 — — 189,033 189,033 — —
Forward foreign currency exchange contracts 10,136 — 10,136 — 14,513 — 14,513 —
+Added: Cross-currency interest rate swaps
+Added: 6,328 — 6,328 — — — — —
Liabilities measured at fair value:
9 unchanged sentences
2,136,542 — — — 2,135,576 — — —
−Removed: 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.
+Added: The Company’s cash and cash equivalents consist primarily of cash on hand, including bank deposits, money market fund securities 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.
−Removed: Investment in foreign government bond classified as an available-for-sale debt security is recorded at fair value based on quoted market prices.
−Removed: The fair values of forward exchange contracts are measured based on the foreign currency spot and forward rates.
+Added: Restricted cash balances relate primarily to
+Added: funds held for clients.
+Added: The carrying values of restricted cash balances approximate fair value since they are highly liquid and short-term in nature.
+Added: The Company does not adjust the quoted market price for such financial instruments.
+Added: The fair values of forward exchange contracts are measured based on the foreign currency spot rates, forward rates, and volatility.
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.
−Removed: 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.
+Added: The estimated fair value of the acquisition contingent consideration entered into in connection with the Webhelp Combination is 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.
−Removed: The effect of nonperformance risk on the fair value of derivative instruments was not material as of August 31, 2024 and November 30, 2023.
+Added: The effect of nonperformance risk on the fair value of derivative instruments was not material as of February 28, 2025 and November 30, 2024.
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.
2 unchanged sentences
The Company does not adjust the quoted market prices for such financial instruments.
−Removed: 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.
+Added: During the three months ended February 28, 2025 and February 29, 2024, there were no transfers between the fair value measurement category levels.
NOTE 7—BORROWINGS:
Borrowings consist of the following:
−Removed: August 31, 2024 November 30, 2023
+Added: February 28, 2025 November 30, 2024
Other loans $ 460 $ 2,522
13 unchanged sentences
Long-term debt, net $ 4,901,432 $ 4,733,056
−Removed: 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”).
+Added: 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
+Added: “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.
1 unchanged sentence
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”).
−Removed: 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
−Removed: Concentrix Corporation, consolidate or merge with, or sell or lease substantially all its assets to, another person.
+Added: 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.
1 unchanged sentence
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.
−Removed: 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”).
+Added: and Bank of America, N.A., to amend and restate the Company’s Prior Credit Facility (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 .
−Removed: 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.
+Added: 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 of the Webhelp Combination (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.
−Removed: 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.
−Removed: 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 .
+Added: As of both February 28, 2025 and November 30, 2024, the outstanding principal balance on the Term Loan was $ 1,500,000 due to principal payments made subsequent to the Closing Date.
+Added: During the three months ended February 29, 2024, the Company voluntarily prepaid $ 100,000 of the principal balance on the Term Loan, without penalty.
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.
−Removed: 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.
+Added: Due to voluntary prepayments, no principal payment on the term loans is due until the remaining 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 %.
1 unchanged sentence
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.
−Removed: 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.
+Added: 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 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.
−Removed: 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.
−Removed: subsidiaries and were guaranteed by certain of its U.S.
−Removed: subsidiaries.
−Removed: 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.
−Removed: 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.
−Removed: 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 .
−Removed: At August 31, 2024 and November 30, 2023, no amounts were outstanding under the Company’s revolving credit facility.
−Removed: 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.
+Added: As of February 28, 2025 and November 30, 2024, no amounts were outstanding under the Company’s revolving credit facility.
Securitization Facility
+Added: On January 14, 2025, the Company entered into an amendment to the Securitization Facility to increase the commitment of the lenders to provide available borrowings from up to $ 600,000 to up to $ 700,000 and extend the termination date of the Securitization Facility from April 24, 2026 to January 14, 2027.
+Added: For borrowings that are funded by certain lenders through the issuance of commercial paper, the amendment also reduced the spread to the applicable commercial paper rate from 0.80 % to 0.75 %.
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 %.
12 unchanged sentences
All stated principal and accrued interest will be due and payable on September 25, 2025.
+Added: Amounts outstanding under the Sellers’ Note have been classified as long-term debt within the consolidated balance sheet based on the Company’s ability and intent to refinance on a long-term basis as of February 28, 2025 and November 30, 2024.
Covenant compliance
−Removed: As of August 31, 2024 and November 30, 2023, Concentrix was in compliance with all covenants for the above arrangements.
+Added: As of February 28, 2025 and November 30, 2024, Concentrix was in compliance with all covenants for the above arrangements.
NOTE 8— 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.
−Removed: Three Months Ended Nine Months Ended
−Removed: August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023
+Added: Three Months Ended
+Added: February 28, 2025 February 29, 2024
Basic earnings per common share:
12 unchanged sentences
Effect of dilutive securities:
−Removed: Stock options and restricted stock units 89 150 115 254
+Added: Stock options and certain restricted stock units 28 126
Weighted-average number of common shares - diluted 64,065 65,790
Diluted earnings per common share $ 1.04 $ 0.76
−Removed: (1) Restricted stock awards granted to employees by the Company are considered participating securities.
−Removed: Effective in the fourth quarter of fiscal year 2023, certain restricted stock units granted are also considered participating securities.
+Added: (1) Restricted stock awards and certain restricted stock units granted to employees by the Company are considered participating securities.
NOTE 9— REVENUE:
1 unchanged sentence
In the following table, the Company’s revenue is disaggregated by primary industry verticals:
−Removed: Three Months Ended Nine Months Ended
−Removed: August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023
+Added: Three Months Ended
+Added: February 28, 2025 February 29, 2024
Industry vertical:
1 unchanged sentence
$ 657,692 $ 665,102
−Removed: Retail, travel and ecommerce
+Added: Retail, travel and e-commerce
583,898 583,712
12 unchanged sentences
legal entities are covered by government mandated defined contribution plans.
−Removed: During the three and nine months ended August 31, 2024, the Company contributed $ 23,539 and $ 75,171 , respectively, to defined contribution plans.
−Removed: During the three and nine months ended August 31, 2023, the Company contributed $ 22,945 and $ 67,470 , respectively, to defined contribution plans.
+Added: During the three months ended February 28, 2025 and February 29, 2024, the Company contributed $ 28,621 and $ 26,116 , respectively, to defined contribution plans.
Defined Benefit Plans
4 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.
−Removed: 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.
−Removed: 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.
−Removed: On an aggregate basis, the plans were underfunded by $ 85,152 and $ 81,813 at August 31, 2024 and November 30, 2023, respectively.
+Added: Net benefit costs related to defined benefit plans were $ 3,883 and $ 3,579 , during the three months ended February 28, 2025 and February 29, 2024, respectively.
+Added: Service costs are recorded in cost of services and selling, general and administrative expenses while the remaining components of total pension costs are recorded within other expense (income), net in the consolidated statements of operations.
+Added: On an aggregate basis, the plans were underfunded by $ 77,083 and $ 77,942 at February 28, 2025 and November 30, 2024, respectively.
NOTE 11— INCOME TAXES:
Income taxes consist of current and deferred tax expense resulting from income earned in domestic and international jurisdictions.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The effective tax rates for the three months ended February 28, 2025 and February 29, 2024 were impacted by the geographic mix of worldwide income and certain discrete items, which included income tax expense of $ 4,269 for the three months ended February 28, 2025 related to certain tax law changes, primarily related to France.
+Added: The liability for unrecognized tax benefits was $ 113,486 and $ 112,961 at February 28, 2025 and November 30, 2024, respectively, and is included in other long-term liabilities in the consolidated balance sheets.
+Added: As of February 28, 2025 and November 30, 2024, the total amount of unrecognized tax benefits that would affect income tax expense if recognized in the consolidated financial statements was $ 84,262 and $ 60,512 , respectively.
This amount includes net interest and penalties of $ 13,840 and $ 12,613 for the respective periods.
5 unchanged sentences
The following table presents the various components of operating lease costs:
−Removed: Three Months Ended Nine Months Ended
−Removed: August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023
+Added: Three Months Ended
+Added: February 28, 2025 February 29, 2024
Operating lease cost $ 74,282 $ 68,920
3 unchanged sentences
Total operating lease cost $ 104,540 $ 99,670
−Removed: 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:
+Added: 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 February 28, 2025:
Fiscal Years Ending November 30,
−Removed: 2024 (remaining three months)
+Added: 2025 (remaining nine months)
Thereafter 105,957
4 unchanged sentences
The following amounts were recorded in the consolidated balance sheets related to the Company’s operating leases:
−Removed: August 31, 2024 November 30, 2023
+Added: February 28, 2025 November 30, 2024
Operating lease ROU assets Other assets, net $ 791,059 $ 816,550
3 unchanged sentences
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:
−Removed: Nine Months Ended
−Removed: August 31, 2024 August 31, 2023
+Added: Three Months Ended
+Added: February 28, 2025 February 29, 2024
Cash paid for amounts included in the measurement of lease liabilities $ 80,490 $ 75,842
Non-cash ROU assets obtained in exchange for lease liabilities 40,593 87,511
−Removed: The weighted-average remaining lease term and discount rate as of August 31, 2024 and November 30, 2023 were as follows:
−Removed: August 31, 2024 November 30, 2023
+Added: The weighted-average remaining lease term and discount rate as of February 28, 2025 and November 30, 2024 were as follows:
+Added: February 28, 2025 November 30, 2024
Weighted-average remaining lease term (years) 4.33 4.50
9 unchanged sentences
Share repurchase program
−Removed: 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.
+Added: In September 2021, the Company’s board of directors authorized the repurchase of up to $ 500,000 of the outstanding shares of Concentrix common stock from time to time as market and business conditions warrant, including through open market purchases or Rule 10b5-1 trading plans.
+Added: In January 2025, the Company’s board of directors extended the share repurchase program by authorizing an increase of the amount remaining for share repurchases under the existing share repurchase authorization to $ 600,000 .
The repurchase program has no termination date and may be suspended or discontinued at any time.
−Removed: 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.
−Removed: 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.
+Added: During the three months ended February 28, 2025 and February 29, 2024 under the share repurchase program, the Company repurchased 540 and 237 shares, respectively, of its common stock for an aggregate purchase price of $ 25,846 and $ 21,674 , 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.
−Removed: At August 31, 2024, approximately $ 188,512 remained available for share repurchases under the existing authorization from the Company’s board of directors.
−Removed: During September 2024, the Company repurchased 162 shares of its common stock for an aggregate purchase price of $ 10,624 .
−Removed: During fiscal years 2024 and 2023, the Company has paid the following dividends per share approved by the Company’s board of directors:
+Added: At February 28, 2025, approximately $ 582,330 remained available for share repurchases under the existing authorization from the Company’s board of directors.
+Added: During March 2025, the Company repurchased 316 shares of its common stock under the share repurchase program for an aggregate purchase price of $ 14,472 .
+Added: During fiscal years 2025 and 2024, the Company paid the following dividends per share approved by the Company’s board of directors:
Announcement Date Record Date Per Share Dividend Amount Payment Date
−Removed: January 19, 2023 January 30, 2023 $ 0.275 February 10, 2023
−Removed: March 29, 2023 April 28, 2023 $ 0.275 May 9, 2023
−Removed: June 28, 2023 July 28, 2023 $ 0.275 August 8, 2023
−Removed: September 27, 2023 October 27, 2023 $ 0.3025 November 7, 2023
January 24, 2024 February 5, 2024 $ 0.3025 February 15, 2024
1 unchanged sentence
June 26, 2024 July 26, 2024 $ 0.3025 August 6, 2024
−Removed: 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.
+Added: September 25, 2024 October 25, 2024 $ 0.33275 November 5, 2024
+Added: January 15, 2025 January 31, 2025 $ 0.33275 February 11, 2025
+Added: On March 26, 2025, the Company announced a cash dividend of $ 0.33275 per share to stockholders of record as of the close of business on April 25, 2025, payable on May 6, 2025.
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.