UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February ~~28, 2023~~29, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 001-39494

CONCENTRIX CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware									27-1605762
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

39899 Balentine Drive, Suite 235, Newark, California									94560
(Address of Principal Executive Offices)									(Zip Code)

(800) 747-0583

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

CNXC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date.


Class						Outstanding as of March 31, ~~2023~~2024
Common Stock, $0.0001 par value						~~52,061,583~~65,991,915

Concentrix Corporation

Form 10-Q
Index


		Page
PART I	FINANCIAL INFORMATION	2
Item 1.	Financial Statements	2
	Consolidated Balance Sheets as of February ~~28, 2023~~29, 2024 (unaudited) and November 30, ~~2022~~2023	2
	Consolidated Statements of Operations (unaudited) for the Three Months Ended February 29, 2024 and February 28, 2023 ~~and 2022~~	3
	Consolidated Statements of Comprehensive Income (unaudited) for the Three Months Ended February 29, 2024 and February 28, 2023 ~~and 2022~~	4
	Consolidated Statements of Stockholders’ Equity (unaudited) for the Three Months Ended February 29, 2024 and February 28, 2023 ~~and 2022~~	5
	Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended February 29, 2024 and February 28, 2023 ~~and 2022~~	6
	Notes to the Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2928
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4241
Item 4.	Controls and Procedures	4342

PART II	OTHER INFORMATION	4443
Item 1.	Legal Proceedings	4443
Item 1A.	Risk Factors	4443
Item 22.	Unregistered S ales of E quity S ecurities and U se of P roceeds	43
Item 5.	Other Information	44
Item 6.	Exhibits	45

	Signatures	4746

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONCENTRIX CORPORATION

CONSOLIDATED BALANCE SHEETS

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


		February 28, 2023		November 30, 2022
		(unaudited)
	February 29, 2024						February 29, 2024	November 30, 2023
	(unaudited)
ASSETS
ASSETS
ASSETS	ASSETS
Current assets:	Current assets:
Current assets:
Current assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	178,386	$	145,382
Accounts receivable, net	Accounts receivable, net	1,381,610		1,390,474
Other current assets	Other current assets	188,141		218,476
Total current assets	Total current assets	1,748,137		1,754,332
Property and equipment, net	Property and equipment, net	399,132		403,829
Goodwill	Goodwill	2,905,078		2,904,402
Intangible assets, net	Intangible assets, net	948,904		985,572
Deferred tax assets	Deferred tax assets	44,934		48,541
Other assets	Other assets	576,885		573,092
Total assets	Total assets	$	6,623,070	$	6,669,768

LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:
Current liabilities:
Current liabilities:
Accounts payable
Accounts payable
Accounts payable	Accounts payable	$	141,666	$	161,190
Current portion of long-term debt	Current portion of long-term debt	—		—
Accrued compensation and benefits	Accrued compensation and benefits	388,786		506,966
Other accrued liabilities	Other accrued liabilities	392,722		395,304
Income taxes payable	Income taxes payable	70,792		68,663
Total current liabilities	Total current liabilities	993,966		1,132,123
Long-term debt, net	Long-term debt, net	2,220,207		2,224,288
Other long-term liabilities	Other long-term liabilities	508,770		511,995
Deferred tax liabilities	Deferred tax liabilities	99,626		105,458
Total liabilities	Total liabilities	3,822,569		3,973,864
Commitments and contingencies (Note 14)	Commitments and contingencies (Note 14)					Commitments and contingencies (Note 14)
Stockholders’ equity:	Stockholders’ equity:
Preferred stock, $0.0001 par value, 10,000 shares authorized and no shares issued and outstanding as of February 28, 2023 and November 30, 2022, respectively		—		—
Common stock, $0.0001 par value, 250,000 shares authorized; 52,595 and 52,367 shares issued as of February 28, 2023 and November 30, 2022, respectively, and 51,195 and 51,096 shares outstanding as of February 28, 2023 and November 30, 2022, respectively		5		5
Preferred stock, $0.0001 par value, 10,000 shares authorized and no shares issued and outstanding as of February 29, 2024 and November 30, 2023, respectively
Preferred stock, $0.0001 par value, 10,000 shares authorized and no shares issued and outstanding as of February 29, 2024 and November 30, 2023, respectively
Preferred stock, $0.0001 par value, 10,000 shares authorized and no shares issued and outstanding as of February 29, 2024 and November 30, 2023, respectively
Common stock, $0.0001 par value, 250,000 shares authorized; 67,981 and 67,883 shares issued as of February 29, 2024 and November 30, 2023, respectively, and 65,572 and 65,734 shares outstanding as of February 29, 2024 and November 30, 2023, respectively
Additional paid-in capital	Additional paid-in capital	2,447,418		2,428,313
Treasury stock, 1,400 and 1,271 shares as of February 28, 2023 and November 30, 2022, respectively		(208,996)		(190,779)
Treasury stock, 2,409 and 2,149 shares as of February 29, 2024 and November 30, 2023, respectively
Retained earnings	Retained earnings	847,671		774,114
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(285,597)		(315,749)
Total stockholders’ equity	Total stockholders’ equity	2,800,501		2,695,904
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	6,623,070	$	6,669,768

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

CONCENTRIX CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)


		Three Months Ended
		February 28, 2023		February 28, 2022
	Three Months Ended						Three Months Ended
	February 29, 2024					February 29, 2024		February 28, 2023
Revenue	Revenue	$	1,636,404	$	1,536,052
Cost of revenue	Cost of revenue	1,055,243		997,918
Gross profit	Gross profit	581,161		538,134
Selling, general and administrative expenses	Selling, general and administrative expenses	425,114		390,389
Operating income	Operating income	156,047		147,745
Interest expense and finance charges, net	Interest expense and finance charges, net	33,990		8,770
Other expense (income), net	Other expense (income), net	3,714		(7,616)
Income before income taxes	Income before income taxes	118,343		146,591
Provision for income taxes	Provision for income taxes	30,473		36,052
Net income before non-controlling interest		87,870		110,539
Less: Net income attributable to non-controlling interest		—		266
Net income attributable to Concentrix Corporation		$	87,870	$	110,273
Net income

Earnings per common share:	Earnings per common share:
Earnings per common share:
Earnings per common share:
Basic
Basic
Basic	Basic	$	1.69	$	2.11
Diluted	Diluted	$	1.68	$	2.09
Weighted-average common shares outstanding:	Weighted-average common shares outstanding:
Basic	Basic	51,150		51,629
Basic
Basic
Diluted	Diluted	51,476		52,046

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

CONCENTRIX CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(currency in thousands)

(unaudited)

Three Months Ended
February 28, 2023 February 28, 2022
Net income before non-controlling interest $ 87,870 $ 110,539
Other comprehensive income (loss):
Unrealized gains (losses) of defined benefit plans, net of taxes of $109 and $0 for the three months ended February 28, 2023 and 2022, respectively (552) 773
Unrealized gains (losses) on cash flow hedges during the period, net of taxes of $(2,549) and $947 for the three months ended February 28, 2023 and 2022, respectively 7,654 (2,760)
Reclassification of net (gains) losses on cash flow hedges to net income, net of taxes of $(1,934) and $232 for the three months ended February 28, 2023 and 2022, respectively 5,807 (673)
Total change in unrealized gains (losses) on cash flow hedges, net of taxes 13,461 (3,433)
Foreign currency translation, net of taxes of $0 for the three months ended February 28, 2023 and 2022, respectively 17,243 (13,839)
Other comprehensive income (loss) 30,152 (16,499)
Comprehensive income 118,022 94,040
Less: Comprehensive income attributable to non-controlling interest — 266
Comprehensive income attributable to Concentrix Corporation $ 118,022 $ 93,774


	Three Months Ended
	February 29, 2024		February 28, 2023
Net income before non-controlling interest	$	52,102	$	87,870
Other comprehensive income (loss):
Unrealized gains (losses) of defined benefit plans, net of taxes of $(135) and $109 for the three months ended February 29, 2024 and February 28, 2023, respectively	1,304		(552)
Unrealized gains (losses) on hedges during the period, net of taxes of $1,328 and $(2,549) for the three months ended February 29, 2024 and February 28, 2023, respectively	(4,020)		7,654
Reclassification of net (gains) losses on hedges to net income, net of taxes of $150 and $(1,934) for the three months ended February 29, 2024 and February 28, 2023, respectively	(427)		5,807
Total change in unrealized gains (losses) on hedges, net of taxes	(4,447)		13,461
Foreign currency translation, net of taxes of $0 for the three months ended February 29, 2024 and February 28, 2023, respectively	(69,412)		17,243
Other comprehensive income (loss)	(72,555)		30,152
Comprehensive income (loss)	$	(20,453)	$	118,022

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

CONCENTRIX CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(currency and share amounts in thousands)

(unaudited)


		Three Months Ended February 28, 2023 and 2022
				Concentrix Corporation Stockholders’ Equity
				Common stock					Treasury stock
		Redeemable non-controlling interest		Shares	Amount		Additional paid-in capital		Shares	Amount		Retained earnings		Accumulated other comprehensive income (loss)		Total stockholders’ equity
Balances, November 30, 2021		$	—	51,594	$	5	$	2,355,767	333	$	(57,486)	$	392,495	$	(70,526)	$	2,620,255
Other comprehensive loss		—		—	—		—		—	—		—		(16,499)		(16,499)
Equity awards issued as acquisition purchase consideration		—		—	—		15,725		—	—		—		—		15,725
Acquisition of non-controlling interest in subsidiary		2,000		—	—		—		—	—		—		—		—
Net income attributable to non-controlling interest		266		—	—		—		—	—		—		—		—
Share-based compensation activity		—		70	—		17,911		—	—		—		—		17,911
Repurchase of common stock for tax withholdings on equity awards		—		—	—		—		15	(2,554)		—		—		(2,554)
Repurchase of common stock		—		—	—		—		—	—		—		—		—
Dividends		—		—	—		—		—	—		(13,112)		—		(13,112)
Net income		—		—	—		—		—	—		110,273		—		110,273
Balances, February 28, 2022		$	2,266	51,664	$	5	$	2,389,403	348	$	(60,040)	$	489,656	$	(87,025)	$	2,731,999

	Three Months Ended February 29, 2024 and February 28, 2023																						Three Months Ended February 29, 2024 and February 28, 2023
	Common stock
		Shares
		Shares
		Shares																Amount	Additional paid-in capital	Shares	Amount	Retained earnings		Accumulated other comprehensive income (loss)	Total stockholders’ equity
Balances, November 30, 2022	Balances, November 30, 2022	$	—	52,367	$	5	$	2,428,313	1,271	$	(190,779)	$	774,114	$	(315,749)	$	2,695,904
Other comprehensive income	Other comprehensive income	—		—	—		—		—	—		—		30,152		30,152
Share-based compensation activity	Share-based compensation activity	—		228	—		19,105		—	—		—		—		19,105
Repurchase of common stock for tax withholdings on equity awards	Repurchase of common stock for tax withholdings on equity awards	—		—	—		—		58	(8,216)		—		—		(8,216)
Repurchase of common stock	Repurchase of common stock	—		—	—		—		71	(10,001)		—		—		(10,001)
Dividends	Dividends	—		—	—		—		—	—		(14,313)		—		(14,313)
Net income	Net income	—		—	—		—		—	—		87,870		—		87,870
Balances, February 28, 2023	Balances, February 28, 2023	$	—	52,595	$	5	$	2,447,418	1,400	$	(208,996)	$	847,671	$	(285,597)	$	2,800,501

Balances, November 30, 2023
Balances, November 30, 2023
Balances, November 30, 2023
Other comprehensive loss
Share-based compensation activity
Repurchase of common stock for tax withholdings on equity awards
Repurchase of common stock
Dividends
Net income
Balances, February 29, 2024

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

CONCENTRIX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(currency in thousands)
(unaudited)

Three Months Ended
February 28, 2023 February 28, 2022
Cash flows from operating activities:
Net income before non-controlling interest $ 87,870 $ 110,539
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 38,175 36,037
Amortization 39,260 38,056
Non-cash share-based compensation expense 16,601 15,030
Provision for doubtful accounts 1,722 1,948
Deferred income taxes (7,393) (10,646)
Unrealized foreign exchange loss — 726
Pension and other post-retirement benefit costs 2,934 5,722
Pension and other post-retirement plan contributions (615) (931)
Other 433 (98)
Changes in operating assets and liabilities:
Accounts receivable, net 112 (30,188)
Accounts payable (9,672) (7,171)
Other operating assets and liabilities (65,534) (114,009)
Net cash provided by operating activities 103,893 45,015
Cash flows from investing activities:
Purchases of property and equipment (39,597) (45,393)
Acquisition of business, net of cash and restricted cash acquired — (1,564,430)
Other investments — (1,000)
Net cash used in investing activities (39,597) (1,610,823)
Cash flows from financing activities:
Proceeds from the Credit Facility - Term Loan — 2,100,000
Repayments of the Credit Facility - Term Loan (25,000) —
Repayments of the Credit Facility - Prior Term Loan — (700,000)
Proceeds from the Securitization Facility 417,500 508,000
Repayments of the Securitization Facility (397,000) (359,000)
Cash paid for debt issuance costs — (8,863)
Proceeds from exercise of stock options 2,504 2,882
Repurchase of common stock for tax withholdings on equity awards (8,216) (2,554)
Repurchase of common stock (10,001) —
Dividends paid (14,313) (13,112)
Net cash provided by (used in) financing activities (34,526) 1,527,353
Effect of exchange rate changes on cash, cash equivalents and restricted cash 2,797 (1,395)
Net increase (decrease) in cash, cash equivalents and restricted cash 32,567 (39,850)
Cash, cash equivalents and restricted cash at beginning of year 157,463 183,010
Cash, cash equivalents and restricted cash at end of period $ 190,030 $ 143,160
Supplemental disclosure of non-cash investing activities:
Accrued costs for property and equipment purchases $ 5,747 $ 6,293


	Three Months Ended
	February 29, 2024		February 28, 2023
Cash flows from operating activities:
Net income before non-controlling interest	$	52,102	$	87,870
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	67,758		38,175
Amortization	116,302		39,260
Non-cash share-based compensation expense	21,566		16,601
Provision for doubtful accounts	(180)		1,722
Deferred income taxes	(22,131)		(7,393)
Amortization of debt issuance costs	5,625		419
Pension and other post-retirement benefit costs	3,579		2,934
Pension and other post-retirement plan contributions	(859)		(615)
Change in acquisition contingent consideration	(14,897)		—
Other	(96)		433
Changes in operating assets and liabilities:
Accounts receivable, net	(44,894)		112
Accounts payable	(36,516)		(9,672)
Other operating assets and liabilities	(194,229)		(65,953)
Net cash provided by (used in) operating activities	(46,870)		103,893
Cash flows from investing activities:
Purchases of property and equipment	(56,059)		(39,597)
Acquisition of business, net of cash and restricted cash acquired	(4,503)		—
Net cash used in investing activities	(60,562)		(39,597)
Cash flows from financing activities:
Proceeds from the Amended Credit Facility - Term Loan	—		—
Repayments of the Amended Credit Facility - Term Loan	(100,000)		(25,000)
Proceeds from the Securitization Facility	628,000		417,500
Repayments of the Securitization Facility	(430,500)		(397,000)
Other debt proceeds	400		—
Other debt repayments	(2,792)		—
Proceeds from exercise of stock options	1,607		2,504
Repurchase of common stock for tax withholdings on equity awards	(2,090)		(8,216)
Repurchase of common stock	(21,674)		(10,001)
Dividends paid	(20,613)		(14,313)
Change in funds held for clients	(37,894)		—
Net cash provided by (used in) financing activities	14,444		(34,526)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(5,544)		2,797
Net increase (decrease) in cash, cash equivalents and restricted cash	(98,532)		32,567
Cash, cash equivalents and restricted cash at beginning of year	516,487		157,463
Cash, cash equivalents and restricted cash at end of period	$	417,955	$	190,030

Supplemental disclosure of non-cash investing activities:
Accrued costs for property and equipment purchases	$	20,181	$	5,747

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

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”~~Concentrix,” the “CX business” or the “Company”), is a leading global provider of Customer Experience (“CX”) solutions and technology that help iconic and disruptive brands drive deep understanding, full lifecycle engagement, and differentiated experiences for their end-customers around the world. The Company provides end-to-end capabilities, including CX process optimization, technology innovation and design engineering, front- and back-office automation, analytics, and business transformation services to clients in five primary industry verticals. The Company’s primary verticals are technology and consumer electronics, retail, travel and e-commerce, communications and media, banking, financial services and insurance, and healthcare.

Basis of presentation

The accompanying interim unaudited consolidated financial statements have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The amounts as of November 30, ~~2022~~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, ~~2022.~~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, ~~2022.~~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, ~~2022.~~2023. Recently adopted accounting pronouncements are discussed below.

Concentration of credit risk

For the three months ended February 29, 2024 and February 28, 2023, no client accounted for more than 10% of the Company’s consolidated revenue. ~~For the three months ended February 28, 2022, one client accounted for 10.3% of the Company’s consolidated revenue.~~

As of February ~~28,~~29, 2024 and November 30, 2023, no client comprised more than 10% ~~of the Company’s total accounts receivable balance. As of November 30, 2022, one client comprised 12.4%~~ of the Company’s total accounts receivable balance.

Recently adopted accounting pronouncements

In ~~December 2019,~~November 2023, the Financial Accounting Standards Board (the “FASB”) issued ~~new guidance that simplified~~accounting standards update (“ASU”) 2023-07, which enhances the ~~accounting~~disclosures required for ~~income taxes. The guidance was~~reportable segments in annual and interim consolidated financial statements. ASU 2023-07 is effective for the Company for annual reporting periods beginning ~~after~~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 ~~15, 2020,~~2023, the FASB issued ASU 2023-09, which requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table and ~~interim periods within those reporting periods. This standard became~~disaggregated information related to income taxes paid. The amendments in ASU 2023-09 are effective for the ~~Company in~~ fiscal year ~~2022 and did not~~ending November 30, 2026. The Company is currently evaluating the impact that this update will have ~~a material impact~~ 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:

~~PK Acquisition~~Webhelp Combination

Background

On ~~December 27, 2021,~~September 25, 2023, the Company completed its acquisition (the “Webhelp Combination”) of ~~PK,~~all of the issued and outstanding capital stock (the “Shares”) of Marnix Lux SA, a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Webhelp Parent”) and the parent company of the Webhelp business (“Webhelp”), from the holders thereof (the “Sellers”). The Webhelp Combination was completed pursuant to the terms and conditions of the Share Purchase and Contribution Agreement, dated as of June 12, 2023, as amended by the First Amendment to the Share Purchase and Contribution Agreement, dated as of July 14, 2023 (the “SPA”), by and among Concentrix, OSYRIS S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg and a direct wholly owned subsidiary of Concentrix Corporation (“Purchaser”), Webhelp Parent, the Sellers, and certain representatives of the Sellers.

Webhelp is a leading provider of CX ~~design engineering company~~solutions, including sales, marketing, and payment services, with ~~more than 5,000 staff~~significant operations and client relationships in ~~four countries. PK creates pioneering experiences that accelerate digital outcomes for their clients’ customers, partners~~Europe, Latin America, and ~~staff. The acquisition of PK expanded~~Africa. Since the ~~Company’s scale in the digital IT services market and supported the Company’s growth strategy of investing in digital transformation to deliver exceptional customer experiences. The addition~~closing of the ~~PK staff~~Webhelp Combination, the Company has operated under the trade name “Concentrix + Webhelp” while it transitions Webhelp operations and ~~technology~~branding to the ~~Company’s team further strengthened its capabilities in CX design and development, artificial intelligence (“AI”), intelligent automation, and customer loyalty.~~Concentrix name.

~~Purchase~~

Preliminary purchase price consideration

The total preliminary purchase price consideration, net of cash and restricted cash acquired, for the acquisition of PKWebhelp was ~~$1,573.3~~$3,774.8 million, which was funded by proceeds from the Company’s ~~new~~August 2023 offering and sale of senior notes, term loan ~~(the “Term Loan”)~~borrowings under ~~its amended~~the Company’s senior ~~secured~~ credit facility, ~~(the “Credit Facility”)~~the issuance of shares of the Company’s common stock, and ~~additional borrowings under its accounts receivable securitization facility (the “Securitization Facility”).~~cash on hand. See Note 8—Borrowings for a further discussion of the ~~Term Loan, the Credit Facility~~Company’s senior notes, term loan, and ~~the Securitization Facility.~~senior credit facility.

The preliminary purchase price consideration to acquire PKWebhelp consisted of the following:


Cash consideration for ~~PK stock~~Shares (1)	$	~~1,177,342~~529,160
~~Cash consideration for PK vested equity awards~~ ~~(2)~~	~~246,229~~
Cash consideration for repayment of PKWebhelp debt ~~including accrued interest~~and shareholder loan ~~(3)~~(2)	~~148,492~~1,915,197
~~Cash consideration for transaction expenses of PK~~ ~~(4)~~	~~22,842~~
Total cash consideration	~~1,594,905~~2,444,357
~~Non-cash equity~~Equity consideration ~~for conversion of PK equity awards~~(3)	1,084,894
Earnout shares contingent consideration (4)	32,919
Sellers’ note consideration (5)	~~15,725~~711,830
Total consideration transferred	~~1,610,630~~4,274,000
Less: Cash and restricted cash acquired (6)	~~37,310~~499,211
Total purchase price consideration	$	~~1,573,320~~3,774,789

(1) Represents the cash consideration paid, ~~for~~and to be paid, in the ~~outstanding shares~~aggregate amount of ~~PK’s common stock, which includes~~€500,000, as adjusted in accordance with the ~~final settlement of the merger consideration adjustment paid pursuant to the merger agreement.~~SPA.

(2) Represents the cash consideration paid ~~for certain vested PK stock option awards~~to repay Webhelp’s outstanding senior loan debt and ~~restricted stock awards.~~shareholder loan.

(3) Represents the ~~cash consideration paid to retire PK’s outstanding third-party debt, including accrued interest.~~issuance of 14,862 shares of common stock, par value $0.0001 per share, of Concentrix Corporation (the “Concentrix common stock”).

(4) Represents the ~~cash~~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 ~~paid for expenses incurred by PK in connection with~~was determined using a Monte-Carlo simulation model. The inputs include the ~~merger~~closing price of Concentrix common stock as of the Closing Date, Concentrix-specific historical equity volatility, and ~~paid by Concentrix pursuant to~~ the ~~merger agreement. These expenses primarily related to third-party consulting services.~~risk-free rate. See further details below.

(5) Represents ~~the issuance of vested Concentrix stock options that were~~a promissory note issued ~~in conversion of certain vested PK stock options that were assumed~~ by Concentrix ~~pursuant~~Corporation in the aggregate principal amount of €700,000 to ~~the merger agreement.~~certain Sellers. See Note 8—Borrowings for a further discussion of this promissory note.

(6) Represents the PKWebhelp cash and restricted cash balance acquired at the ~~acquisition.~~Closing Date.

~~Purchase~~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 ~~allocation~~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.

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 ~~and non-controlling interest~~ based on management’s estimate of the respective fair values at the date of acquisition. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were the assembled workforce, comprehensive service portfolio delivery capabilities, and strategic benefits that are expected to be realized from the acquisition. None of the goodwill is expected to be deductible for income tax purposes.

The following table summarizes the ~~final~~preliminary fair values of the assets acquired and liabilities assumed ~~and non-controlling interest~~ as of the acquisition date:


	As of
	~~As of~~
	~~December 27, 2021~~September 25, 2023
Assets acquired:
Cash and cash equivalents	$	~~30,798~~310,313
Accounts receivable	~~85,367~~455,218
Other current assets (1)	454,465
Property and equipment	~~11,158~~323,606
~~Operating lease right-of-use assets~~	~~12,288~~
Identifiable intangible assets	~~469,300~~1,984,000
Goodwill	~~1,119,068~~2,098,531
Deferred tax assets	22,541
Other assets	~~26,449~~410,085
	~~Total assets acquired~~6,058,759		~~1,754,428~~

Liabilities ~~assumed and non-controlling interest:~~assumed:
Accounts payable	67,558
Accrued compensation and benefits	246,450
Other accrued liabilities	~~78,092~~576,549
~~Operating lease liabilities~~Income taxes payable	~~12,288~~72,227
Debt (current portion and long-term)	8,589
Deferred tax liabilities	~~51,418~~411,788
~~Non-controlling interest~~Other long-term liabilities	~~2,000~~401,598
Total liabilities assumed ~~and non-controlling interest~~	1,784,759		~~143,798~~

Total consideration transferred	$	~~1,610,630~~4,274,000

(1) Includes restricted cash acquired of $188,899.

As of February 29, 2024, the purchase price allocation is preliminary. The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (not to exceed twelve months following the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the 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.

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 and deferred income taxes. These measurement period adjustments to the preliminary purchase price allocation during the three months ended February 29, 2024 were not material.

The preliminary purchase price allocation includes ~~$469,300~~$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 ~~PK acquisition,~~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 ~~PK.~~Webhelp.

The preliminary amounts allocated to intangible assets are as follows:

Gross Carrying Amount

Weighted-Average Useful Life

Amortization Method

Customer relationships

~~398,600~~1,882,000

15 years

~~Technology~~

~~63,500~~

~~5 years~~Accelerated

Trade name

~~5,000~~102,000

3 years

~~Non-compete agreements~~

~~2,200~~

~~3 years~~Straight-line

Total

~~469,300~~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 ~~PK acquisition~~combination with Webhelp had been completed on December 1, ~~2020,~~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 ~~PK acquisition~~combination with Webhelp had occurred on December 1, ~~2020~~2022 to give effect to certain events that the Company believes to be directly attributable to the acquisition. These pro forma adjustments primarily include:

•AnA net increase in amortization expense that would have been recognized due to acquired identifiable intangible assets.

•An ~~adjustment~~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 ~~under~~incurred in connection with the ~~Credit Facility~~combination as previously described and the repayment of ~~PK’s~~Webhelp’s historical debt in conjunction with the ~~acquisition.~~combination.

•The related income tax effects of the adjustments noted above.

The supplemental pro forma financial information for the prior period first fiscal quarter ended February 28, 2023 is as follows:


	Three Months Ended
	February 28, ~~2022~~2023
Revenue	$	~~1,569,013~~2,362,015
Net income	~~106,351~~17,482

~~ServiceSource Acquisition~~

~~Background~~

On July 20, 2022, the Company completed its acquisition of ServiceSource International, Inc. (“ServiceSource”), a global outsourced go-to-market services provider, delivering business-to-business (“B2B”) digital sales and customer success solutions that complemented Concentrix’ offerings in this area.

~~Purchase price consideration~~

The total purchase price consideration, net of cash acquired, for the acquisition of ServiceSource was $141.5 million, which was primarily funded by cash on the Company’s balance sheet, as well as borrowings under the Company’s Securitization Facility.

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


~~Cash consideration for ServiceSource stock~~ ~~(1)~~	$	~~150,392~~
~~Cash consideration for ServiceSource vested and unvested equity awards~~ ~~(2)~~	~~6,704~~
~~Cash consideration for repayment of ServiceSource debt, including accrued interest~~ ~~(3)~~	~~10,063~~
~~Total consideration transferred~~	~~167,159~~
~~Less: Cash and restricted cash acquired~~ ~~(4)~~	~~25,652~~
~~Total purchase price consideration~~	$	~~141,507~~

~~(1)~~ ~~Represents the cash consideration paid for the outstanding shares of ServiceSource’s common stock.~~

~~(2)~~ ~~Represents the cash consideration paid or to be paid for vested and unvested ServiceSource stock option awards, restricted stock units and performance stock units.~~

~~(3)~~ ~~Represents the cash consideration paid to retire ServiceSource’s outstanding third-party debt, including accrued interest.~~

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

~~Preliminary purchase price allocation~~

The purchase price was allocated to the assets acquired and liabilities assumed based on management’s estimate of the respective fair values at the date of acquisition. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were the assembled workforce, high-value service delivery capabilities and strategic benefits that are expected to be realized from the acquisition. None of the goodwill is expected to be deductible for income tax purposes.

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


	~~As of~~
	~~July 20, 2022~~
~~Assets acquired:~~
~~Cash and cash equivalents~~	$	~~24,355~~
~~Accounts receivable~~	~~40,097~~
~~Property and equipment~~	~~8,112~~
~~Operating lease right-of-use assets~~	~~29,487~~
~~Identifiable intangible assets~~	~~40,200~~
~~Goodwill~~	~~45,502~~
~~Net deferred tax assets~~	~~22,724~~
~~Other assets~~	~~20,238~~
~~Total assets acquired~~	~~230,715~~

~~Liabilities assumed:~~
~~Accounts payable and accrued liabilities~~	~~34,069~~
~~Operating lease liabilities~~	~~29,487~~
~~Total liabilities assumed~~	~~63,556~~

~~Total consideration transferred~~	$	~~167,159~~

As of February 28, 2023, the purchase price allocation is preliminary. The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (not to exceed twelve months following the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the 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. Measurement period adjustments to the preliminary purchase price allocation during the three months ended February 28, 2023 were not material.

The preliminary purchase price allocation includes $40,200 of acquired identifiable intangible assets, all of which have finite lives. The preliminary fair value of the identifiable intangible assets has been estimated using the income approach through a discounted cash flow analysis of certain cash flow projections. The intangible assets are being amortized over their estimated useful lives on either a straight-line basis or an accelerated method that reflects the economic benefit of the asset. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the acquisition of ServiceSource.

~~The preliminary amounts allocated to intangible assets are as follows:~~


	~~Gross Carrying Amount~~		~~Weighted-Average Useful Life~~
~~Customer relationships~~	$	~~31,370~~	~~15 years~~
~~Technology~~	~~5,640~~		~~5 years~~
~~Trade name~~	~~3,190~~		~~3 years~~
~~Total~~	$	~~40,200~~

Acquisition-related and integration expenses

In connection with the ~~acquisitions of PK~~Webhelp Combination and ~~ServiceSource,~~previous year acquisitions, the Company incurred ~~$5,543~~$30,173 and ~~$922~~$5,543 of acquisition-related and integration expenses for the three months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ 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 ~~January 2023,~~February 2024, the Company granted ~~53 restricted stock awards and~~96 restricted stock units and 52115 performance-based restricted stock units under the Concentrix Stock Incentive Plan, which included annual awards to the Company’s senior executive team. The restricted stock ~~awards and restricted stock~~ units had a weighted average grant date fair value of ~~$138.79~~$89.28 per share and vest over a service period of ~~four~~three years. The performance-based restricted stock units will vest, if at all, upon the achievement of certain ~~annual~~ financial targets during the three-year period ending November 30, ~~2025.~~2026. The performance-based restricted stock units had a grant date weighted average fair value of ~~$136.19~~$85.71 per share.

The Company recorded share-based compensation expense in the consolidated statements of operations for the three months ended February 29, 2024 and February 28, 2023 ~~and 2022~~ as follows:


		Three Months Ended
		February 28, 2023		February 28, 2022
	Three Months Ended						Three Months Ended
	February 29, 2024					February 29, 2024		February 28, 2023
Total share-based compensation	Total share-based compensation	$	16,754	$	15,169
Tax benefit recorded in the provision for income taxes	Tax benefit recorded in the provision for income taxes	(4,188)		(3,852)
Effect on net income	Effect on net income	$	12,566	$	11,317

Share-based compensation expense is included in selling, general and administrative expenses in the consolidated statements of operations.

1312

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
		February 28, 2023		November 30, 2022
	As of						As of
	February 29, 2024					February 29, 2024		November 30, 2023
Cash and cash equivalents	Cash and cash equivalents	$	178,386	$	145,382
Restricted cash included in other current assets	Restricted cash included in other current assets	11,644		12,081
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash	$	190,030	$	157,463

Restricted cash balances relate primarily to funds held for clients, restrictions placed on cash deposits by banks as collateral for the issuance of bank guarantees and the terms of a government grant, and letters of credit for leases. 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 $174,303 and $218,228 as of February 29, 2024 and November 30, 2023, respectively.

Accounts receivable, net:

Accounts receivable, net is comprised of the following as of February ~~28, 2023~~29, 2024 and November 30, ~~2022:~~2023:


		As of
		February 28, 2023		November 30, 2022
	As of						As of
	February 29, 2024					February 29, 2024		November 30, 2023
Billed accounts receivable	Billed accounts receivable	$	813,828	$	782,049
Unbilled accounts receivable	Unbilled accounts receivable	573,866		613,222
Less: Allowance for doubtful accounts	Less: Allowance for doubtful accounts	(6,084)		(4,797)
Accounts receivable, net	Accounts receivable, net	$	1,381,610	$	1,390,474

Allowance for doubtful trade receivables:

Presented below is a progression of the allowance for doubtful trade receivables:


		Three Months Ended
		February 28, 2023		February 28, 2022
	Three Months Ended						Three Months Ended
	February 29, 2024					February 29, 2024		February 28, 2023
Balance at beginning of period	Balance at beginning of period	$	4,797	$	5,421
Net additions (reductions)	Net additions (reductions)	1,722		1,948
Write-offs and reclassifications	Write-offs and reclassifications	(435)		(465)
Balance at end of period	Balance at end of period	$	6,084	$	6,904

1413

Property and equipment, net:

The following table summarizes the carrying amounts and related accumulated depreciation for property and equipment as of February ~~28, 2023~~29, 2024 and November 30, ~~2022:~~2023:


		As of
		February 28, 2023		November 30, 2022
	As of						As of
	February 29, 2024					February 29, 2024		November 30, 2023
Land	Land	$	27,376	$	27,336
Equipment, computers and software	Equipment, computers and software	567,165		542,209
Furniture and fixtures	Furniture and fixtures	89,530		89,167
Buildings, building improvements and leasehold improvements	Buildings, building improvements and leasehold improvements	377,283		362,218
Construction-in-progress	Construction-in-progress	8,231		14,975
Total property and equipment, gross	Total property and equipment, gross	$	1,069,585	$	1,035,905
Less: Accumulated depreciation	Less: Accumulated depreciation	(670,453)		(632,076)
Property and equipment, net	Property and equipment, net	$	399,132	$	403,829

Shown below are the countries where 10% or more and other significant concentrations of the Company’s property and equipment, net are located as of February ~~28, 2023~~29, 2024 and November 30, ~~2022:~~2023:

As of

February 28, 2023

November 30, 2022

As of

February 29, 2024

November 30, 2023

Property and equipment, net:

United States

120,613

123,184

United States

Philippines

76,275

76,361

France

India

44,111

42,698

Others

158,133

161,586

Total

399,132

403,829

Goodwill:

The following table summarizes the changes in the Company’s goodwill for the three months ended February 29, 2024 and February 28, ~~2023 and 2022:~~2023:


		Three Months Ended
		February 28, 2023		February 28, 2022
	Three Months Ended						Three Months Ended
	February 29, 2024					February 29, 2024		February 28, 2023
Balance at beginning of period	Balance at beginning of period	$	2,904,402	$	1,813,502
Acquisitions		—		1,132,017
Acquisition measurement period adjustments
Foreign exchange translation	Foreign exchange translation	676		(3,080)
Balance at end of period	Balance at end of period	$	2,905,078	$	2,942,439

1514

Intangible assets, net:

The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of February ~~28, 2023~~29, 2024 and November 30, ~~2022:~~2023:


		As of February 28, 2023						As of November 30, 2022
		Gross amounts		Accumulated amortization		Net amounts		Gross amounts		Accumulated amortization		Net amounts
	As of February 29, 2024															As of February 29, 2024			As of November 30, 2023
	Gross amounts													Gross amounts	Accumulated amortization		Net amounts	Gross amounts		Accumulated amortization	Net amounts
Customer relationships	Customer relationships	$	1,737,414	$	(849,731)	$	887,683	$	1,731,610	$	(811,727)	$	919,883
Technology	Technology	79,724		(25,418)		54,306		79,728		(21,820)		57,908
Trade names	Trade names	14,567		(8,988)		5,579		14,552		(8,291)		6,261
Non-compete agreements	Non-compete agreements	2,200		(864)		1,336		2,200		(680)		1,520
		$	1,833,905	$	(885,001)	$	948,904	$	1,828,090	$	(842,518)	$	985,572
	$

Estimated future amortization expense of the Company’s intangible assets is as follows:


Fiscal years ending November 30,	Fiscal years ending November 30,
2023 (remaining nine months)		$	117,883
2024		146,111
2024 (remaining nine months)
2024 (remaining nine months)
2024 (remaining nine months)
2025	2025	134,021
2026	2026	117,517
2027	2027	87,264
2028
Thereafter	Thereafter	346,108
Total	Total	$	948,904

Accumulated other comprehensive income (loss):

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


	Three Months Ended February 29, 2024 and February 28, 2023											Three Months Ended February 29, 2024 and February 28, 2023
	Unrecognized gains (losses) on defined benefit plan, net of taxes									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
Other comprehensive income (loss) before reclassification
Reclassification of losses from other comprehensive income (loss)
Balances at February 28, 2023
		Three Months Ended February 28, 2023 and 2022
		Unrecognized gains (losses) on defined benefit plan, net of taxes		Unrealized gains (losses) on cash flow hedges, net of taxes		Foreign currency translation adjustments, net of taxes		Total
Balance, November 30, 2021		$	(22,745)	$	(1,403)	$	(46,378)	$	(70,526)
Balances at November 30, 2023
Balances at November 30, 2023
Balances at November 30, 2023
Other comprehensive income (loss) before reclassification	Other comprehensive income (loss) before reclassification	773		(2,760)		(13,839)		(15,826)
Reclassification of gains from other comprehensive income (loss)	Reclassification of gains from other comprehensive income (loss)	—		(673)		—		(673)
Balances at February 28, 2022		$	(21,972)	$	(4,836)	$	(60,217)	$	(87,025)

Balance, November 30, 2022		$	(8,471)	$	(19,914)	$	(287,364)	$	(315,749)
Other comprehensive income (loss) before reclassification		(552)		7,654		17,243		24,345
Reclassification of gains from other comprehensive income (loss)		—		5,807		—		5,807
Balances at February 28, 2023		$	(9,023)	$	(6,453)	$	(270,121)	$	(285,597)
Balances at February 29, 2024

Refer to Note 6—Derivative Instruments for the location of gains and losses on cash flow hedges reclassified from other comprehensive income (loss) to the consolidated statements of operations. Reclassifications of

amortization of actuarial (gains) losses of defined benefit plans is recorded in “Other expense (income), net” in the consolidated statement of operations.

NOTE 6—DERIVATIVE INSTRUMENTS:

In the ordinary course of business, the Company is exposed to foreign currency risk and credit risk. The Company enters into transactions, and owns monetary assets and liabilities, that are denominated in currencies other than the legal entity’s functional currency. The Company may enter into forward contracts, option contracts, or other derivative instruments to offset a portion of the risk on expected future cash flows, earnings, net investments in certain non-U.S. legal entities and certain existing assets and liabilities. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations and the economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange or interest rates. Generally, the Company does not use derivative instruments to cover equity risk and credit risk. The Company’s hedging program is not used for trading or speculative purposes.

All derivatives are recognized on the consolidated balance sheets at their fair values. Changes in the fair value of derivatives are recorded in the consolidated statements of operations, or as a component of AOCI in the consolidated balance sheets, as discussed below.

Cash Flow Hedges

To protect gross margins from fluctuations in foreign currency exchange rates, certain of the Company’s legal entities with functional currencies that are not U.S. dollars may hedge a portion of forecasted revenue or costs not denominated in the entities’ functional currencies. These instruments mature at various dates through February ~~2025.~~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 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

February 28, 2023

November 30, 2022

Balance Sheet Line Item

February 29, 2024

November 30, 2023

Derivative instruments not designated as hedging instruments:

Foreign exchange forward contracts (notional value)

1,535,892

1,465,853

Foreign exchange forward contracts (notional value)

Other current assets

19,249

22,839

Other accrued liabilities

13,582

14,934

Derivative instruments designated as fair value hedges:

Cross-currency interest rate swaps (notional value)

Other long-term liabilities

Derivative instruments designated as cash flow hedges:

Foreign exchange forward contracts (notional value)

1,026,969

963,844

Other current assets and other assets

10,731

6,389

Other accrued liabilities and other long-term liabilities

19,332

32,935

Volume of activity

The notional amounts of foreign exchange forward contracts represent the gross amounts of foreign currency, including, principally, the Philippine peso, the Indian rupee, the euro, the British pound, the Canadian dollar, the Japanese yen, and the Australian dollar, that will be bought or sold at maturity. The notional amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding and do not represent the amount of the Company’s exposure to credit or market loss. The Company’s exposure to credit loss and market risk will vary over time as currency exchange rates change.

1817

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

Locations of gain (loss) in statement of operations

February 28, 2023

February 28, 2022

Derivative instruments designated as cash flow hedges

Three Months Ended

Locations of gain (loss) in statement of operations

February 29, 2024

February 28, 2023

Derivative instruments designated as cash flow and fair value hedges:

Gains (losses) recognized in OCI:

Foreign exchange forward contracts

10,203

(3,707)

Foreign exchange forward contracts

Cross-currency interest rate swaps

Total

(Losses) gains reclassified from AOCI into income:

Gains (losses) reclassified from AOCI into income:

Foreign exchange forward contracts

(Loss) gain reclassified from AOCI into income

Cost of revenue for services

(5,760)

415

(Loss) gain reclassified from AOCI into income

Selling, general and administrative expenses

(1,981)

490

Foreign exchange forward contracts

Gain (loss) reclassified from AOCI into income

Total

(7,741)

905

Derivative instruments not designated as hedging instruments:

Gain (loss) recognized from foreign exchange forward contracts, net(1)

Other expense (income), net

6,225

(1,012)

Derivative instruments not designated as hedging instruments:

Gain recognized from foreign exchange forward contracts, net(1)

(1) The gains and losses largely offset the currency gains and losses that resulted from changes in the assets and liabilities denominated in nonfunctional currencies.

There were no material gain or loss amounts excluded from the assessment of effectiveness. Existing net ~~losses~~gains in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are ~~$10,899.~~$5,168.

Offsetting of Derivatives

In the consolidated balance sheets, the Company does not offset derivative assets against liabilities in master netting arrangements.

Credit exposure for derivative financial instruments is limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed the Company’s obligations to the counterparties. The Company manages the potential risk of credit losses through careful evaluation of counterparty credit standing and selection of counterparties from a limited group of financial institutions with high credit standing.

NOTE 7—FAIR VALUE MEASUREMENTS:

The Company’s fair value measurements are classified and disclosed in one of the following three categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following table summarizes the valuation of the Company’s investments and financial instruments that are measured at fair value on a recurring basis:


		As of February 28, 2023									As of November 30, 2022
					Fair value measurement category								Fair value measurement category
		Total			Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
	As of February 29, 2024																				As of February 29, 2024				As of November 30, 2023
				Fair value measurement category																				Fair value measurement category
	Total																		Total	Level 1	Level 2	Level 3	Total		Level 1	Level 2	Level 3
Assets measured at fair value:
Cash equivalents
Cash equivalents
Cash equivalents	Cash equivalents	$	92,715		$	92,715	$	—	$	—	$	89,932	$	89,932	$	—	$	—
Foreign government bond	Foreign government bond	1,564			1,564		—		—		1,529		1,529		—		—
Forward foreign currency exchange contracts	Forward foreign currency exchange contracts	29,980			—		29,980		—		29,228		—		29,228		—
Liabilities:
Liabilities measured at fair value:
Forward foreign currency exchange contracts	Forward foreign currency exchange contracts	$	32,914		$	—	$	32,914	$	—	$	47,869	$	—	$	47,869	$	—
Forward foreign currency exchange contracts
Forward foreign currency exchange contracts
Cross-currency interest rate swaps
Acquisition contingent consideration
Liabilities measured at other than fair value:
Long term debt (senior notes)
Long term debt (senior notes)
Long term debt (senior notes)
Fair value
Fair value
Fair value
Carrying amount

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 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 February ~~28, 2023~~29, 2024 and November 30, ~~2022.~~2023.

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~~term loan under the Company’s ~~Credit Facility~~senior credit facility and the outstanding balance on the ~~Securitization Facility~~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) were 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 months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ there were no transfers between the fair value measurement category levels.

NOTE 8—BORROWINGS:

Borrowings consist of the following:


	As of						As of
	February 29, 2024					February 29, 2024		November 30, 2023

		As of
		February 28, 2023		November 30, 2022
Credit Facility - current portion of Term Loan component		$	—	$	—
Current portion of long term debt		$	—	$	—
Other loans

Other loans

Other loans
Current portion of long-term debt

6.650% Senior Notes due 2026
6.650% Senior Notes due 2026
6.650% Senior Notes due 2026
6.600% Senior Notes due 2028
6.850% Senior Notes due 2033
Credit Facility - Term Loan component	Credit Facility - Term Loan component	$	1,850,000	$	1,875,000
Securitization Facility	Securitization Facility	377,000		356,500
Sellers’ Note
Other loans
Long-term debt, before unamortized debt discount and issuance costs	Long-term debt, before unamortized debt discount and issuance costs	2,227,000		2,231,500
Less: unamortized debt discount and issuance costs	Less: unamortized debt discount and issuance costs	(6,793)		(7,212)
Long-term debt, net	Long-term debt, net	$	2,220,207	$	2,224,288

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 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 ~~December 27, 2021, in connection with~~April 21, 2023, the ~~closing of the acquisition of PK, Concentrix~~Company entered into ~~the Credit Facility to (i) refinance the then-outstanding term loan~~an Amendment and Restatement Agreement (the ~~“Prior Term Loan”~~“Amendment Agreement”) with the ~~Term Loan, which was fully advanced, in~~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 ~~outstanding~~ principal amount of ~~$2,100,000, (ii) increase~~$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 ~~under its~~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 months ended February 29, 2024, the Company voluntarily prepaid $100,000 of the principal balance on the Term Loan, without penalty, resulting in an outstanding balance at February 29, 2024 of $1,850,000.

The maturity date of the Restated Credit Facility is December 27, 2026, subject, in the case of the revolving credit facility, to ~~$1,000,000 (the “Revolver”), (iii) extend~~two one-year extensions upon the ~~maturity~~Company’s prior notice to the lenders and the agreement of the ~~Credit Facility from November 30, 2025~~lenders to ~~December 27, 2026, (iv) replace LIBOR with SOFR (the Secured Overnight Financing Rate) as~~extend such maturity date. Due to the primary reference rate used to calculate interest on the loans under the Credit Facility, and (v) modify the commitment fee on the unused portion of the Revolver and the margins in excess of the reference rates at which the loans under the Credit Facility bear interest. The proceeds from the Term Loan and additional borrowings under the Securitization Facility were used to repayvoluntary prepayments previously described, no principal payment is required until the outstanding principal amount ofis due in full on the ~~Prior Term Loan and to finance the acquisition of PK, including the repayment of certain indebtedness of PK and the payment of fees and expenses in connection with the acquisition of PK.~~

maturity date.

Borrowings under the Restated Credit Facility bear interest, in the case of SOFR rate loans, at a per annum rate equal to the applicable SOFR rate (but not less than 0.0%), plus an applicable margin, which ranges from 1.125% to 2.000%, based on the credit ratings of the Company’s senior unsecured non-credit enhanced long-term indebtedness for borrowed money plus a credit spread adjustment to the SOFR rate of 0.10%. Borrowings under the Restated Credit Facility that are base rate loans bear interest at a per annum rate (but not less than 1.0%) equal to (i) the greatest of (A) the Prime Rate (as defined in the Restated Credit Facility) in effect on such day, (B) the NYFRB Rate (as defined in the Restated Credit Facility) in effect on such day plus ½ of 1.0%, and (C) the adjusted one-month term SOFR rate plus 1.0% per annum, plus (ii) an applicable margin, which ranges from 0.125% to 1.000%, based on the credit ratings of the Company’s senior unsecured non-credit enhanced long-term indebtedness for borrowed money.

The Restated Credit Facility contains certain loan covenants that are customary for credit facilities of this type and that restrict the ability of Concentrix Corporation and its subsidiaries to take certain actions, including the creation of liens, mergers or consolidations, changes to the nature of their business, and, solely with respect to

subsidiaries of Concentrix Corporation, incurrence of indebtedness. In addition, the Restated Credit Facility contains financial covenants that require the Company to maintain at the end of each fiscal quarter, (i) a consolidated leverage ratio (as defined in the Restated Credit Facility) not to exceed 3.75 to 1.0 (or for certain periods following certain qualified acquisitions, including the Webhelp Combination, 4.25 to 1.0) and (ii) a consolidated interest coverage ratio (as defined in the Restated Credit Facility) equal to or greater than 3.00 to 1.0. The Restated Credit Facility also contains various customary events of default, including payment defaults, defaults under certain other indebtedness, and a change of control of Concentrix Corporation.

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

Prior to entering into the Amendment Agreement, obligations under the Company’s Prior Credit Facility were secured by substantially all of the assets of Concentrix Corporation and certain of its U.S. subsidiaries and were guaranteed by certain of its U.S. subsidiaries. Borrowings under the Prior Credit Facility bore interest, in the case of term or daily SOFR loans, at a per annum rate equal to the applicable SOFR rate (but not less than 0.0%), plus an adjustment of between 0.10% and 0.25% depending on the interest period of each SOFR loan, plus an applicable margin, which ~~ranges~~ranged from 1.25% to 2.00%, based on ~~Concentrix’~~the Company’s consolidated leverage ratio. Borrowings under the Prior Credit Facility that ~~are~~were base rate loans ~~bear~~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 ~~ranges~~ranged from 0.25% to 1.00%, based on ~~Concentrix’~~the Company’s consolidated leverage ratio. ~~A commitment fee is payable on~~From August 31, 2022 through the ~~unused portion~~date of the ~~Revolver that ranges from 22.5 to 30 basis points, based on Concentrix’ consolidated leverage ratio.~~

~~Beginning August 31, 2022,~~Amendment Agreement, the outstanding principal of the ~~Term Loan became~~term loans under the Prior Credit Facility was payable in quarterly installments of ~~$26,250, with~~$26,250.

At February 29, 2024 and November 30, 2023, no amounts were outstanding under the ~~unpaid balance due in full on the maturity date.~~ Company’s revolving credit facility.

During the three months ended February 28, 2023, the Company ~~paid~~voluntarily prepaid $25,000 of ~~voluntary~~the principal ~~prepayments, without penalty,~~balance on the ~~Term Loan. Based on the Company’s required and voluntary principal prepayments made to date, the next quarterly installment of $26,250 is due in November of 2024.~~

Concentrix may request, subject to obtaining commitments from any participating lenders and certain other conditions, incremental commitments to increase the amount of the Revolver or the Term Loan availableterm loans under the Prior Credit Facility, inwithout penalty.

Securitization Facility

The Company has an ~~aggregate principal amount~~amended Securitization Facility that provides for available borrowings of up to $450,000, plus an additional amount, so long as after giving effect to the incurrence of such additional amount, the Company’s pro forma first lien leverage ratio (as defined in the Credit Facility) would not exceed 3.00 to 1.00.

Obligations under the Credit Facility are secured by substantially all of the assets of Concentrix Corporation and certain of its U.S. subsidiaries and are guaranteed by certain of its U.S. subsidiaries.

The Credit Facility contains various loan covenants that restrict the ability of Concentrix Corporation and its subsidiaries to take certain actions, including incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, repurchase or redemption of capital stock, making certain investments, entering into certain transactions$500,000 with ~~affiliates or changing the nature of their business. In addition, the Credit Facility contains financial covenants that require Concentrix to maintain at the end of each fiscal quarter, (i)~~ a consolidated leverage ratio (as defined in the Credit Facility) not to exceed 3.75 to 1.0 and (ii) a consolidated interest coverage ratio (as defined in the Credit Facility) equal to or greater than 3.00 to 1.0. The Credit Facility also contains various customary events of default, including payment defaults, defaults under certain other indebtedness, and a change of control of Concentrix.

~~At February 28, 2023 and November 30, 2022, no amounts were outstanding under the Revolver.~~

~~Securitization Facility~~

On July 6, 2022, the Company entered into an amendment to the Securitization Facility, which was initially entered into on October 30, 2020, to (i) increase the commitment of the lenders to provide available borrowings from up to $350,000 to up to $500,000, (ii) extend the termination date of ~~the Securitization Facility from October 28, 2022 to~~ July 5, 2024, and (iii) replace LIBOR with SOFR as one of the reference rates used to calculate interest on borrowings under the Securitization Facility. In addition, the interest rate margins were amended, such that borrowings2024. Borrowings under the Securitization Facility that are funded through the issuance of commercial paper bear interest at the applicable commercial paper rate plus a spread of 0.70% and, otherwise, at a per annum rate equal to the applicable SOFR rate (which includes a credit spread adjustment to the SOFR ~~related adjustment~~rate of 0.10%), plus a spread of 0.80%. Amounts drawn under the Securitization Facility 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 29, 2024 and November 30, 2023.

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 ~~Concentrix~~the Company (the “Borrower”) that grants a security interest in the receivables to the lenders in exchange for available borrowings of up to $500,000. The amount received under the Securitization Facility is recorded as debt on the Company’s consolidated balance sheets. Borrowing availability under the Securitization Facility may be limited by the Company’s accounts receivable balances, changes in the credit ratings of the clients comprising the receivables, client concentration levels in the receivables, and certain characteristics of the accounts receivable being transferred (including factors tracking performance of the accounts receivable over time).

The Securitization Facility contains various affirmative and negative covenants, including a consolidated leverage ratio covenant that is consistent with the Restated Credit Facility and customary events of default, including payment defaults, defaults under certain other indebtedness, a change in control of Concentrix Corporation, and certain events negatively affecting the overall credit quality of the transferred accounts receivable.

The Borrower’s sole business consists of the purchase or acceptance through capital contributions of the receivables and related security from the Originators and the subsequent retransfer of or granting of a security interest in such receivables and related security to the administrative agent under the Securitization Facility for the benefit of the lenders. The Borrower is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the Borrower’s assets prior to any assets or value in the Borrower becoming available to the Borrower’s equity holders, and the assets of the Borrower are not available to pay creditors of ~~Concentrix~~the Company and its subsidiaries.

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 February ~~28, 2023~~29, 2024 and November 30, ~~2022,~~2023, Concentrix was in compliance with all covenants for the above arrangements.

2223

NOTE 9—EARNINGS PER SHARE:

Basic and diluted earnings per common share (“EPS”) are computed using the two-class method, which is an earnings allocation formula that determines EPS for each class of common stock and participating security. ~~The Company’s restricted stock awards are considered participating securities because they are legally issued at the grant date and holders have a non-forfeitable right to receive dividends.~~


		Three Months Ended
		February 28, 2023		February 28, 2022
	Three Months Ended						Three Months Ended
	February 29, 2024					February 29, 2024		February 28, 2023
Basic earnings per common share:	Basic earnings per common share:
Net income
Net income
Net income	Net income	$	87,870	$	110,273
Less: net income allocated to participating securities(1)	Less: net income allocated to participating securities(1)	(1,556)		(1,554)
Net income attributable to common stockholders	Net income attributable to common stockholders	$	86,314	$	108,719

Weighted-average number of common shares - basic	Weighted-average number of common shares - basic	51,150		51,629
Weighted-average number of common shares - basic
Weighted-average number of common shares - basic

Basic earnings per common share
Basic earnings per common share
Basic earnings per common share	Basic earnings per common share	$	1.69	$	2.11

Diluted earnings per common share:	Diluted earnings per common share:
Diluted earnings per common share:
Diluted earnings per common share:
Net income
Net income
Net income	Net income	$	87,870	$	110,273
Less: net income allocated to participating securities(1)	Less: net income allocated to participating securities(1)	(1,546)		(1,542)
Net income attributable to common stockholders	Net income attributable to common stockholders	$	86,324	$	108,731

Weighted-average number of common shares - basic	Weighted-average number of common shares - basic	51,150		51,629
Weighted-average number of common shares - basic
Weighted-average number of common shares - basic
Effect of dilutive securities:	Effect of dilutive securities:
Stock options and restricted stock units
Stock options and restricted stock units
Stock options and restricted stock units	Stock options and restricted stock units	326		417
Weighted-average number of common shares - diluted	Weighted-average number of common shares - diluted	51,476		52,046

Diluted earnings per common share	Diluted earnings per common share	$	1.68	$	2.09
Diluted earnings per common share
Diluted earnings per common share

(1)Restricted stock awards granted to employees by the Company are considered participating securities. Effective in the fourth quarter of fiscal year 2023, restricted stock units granted are also considered participating securities.

NOTE 10—REVENUE:

Disaggregated revenue

In the following table, the Company’s revenue is disaggregated by primary industry verticals:


		Three Months Ended
		February 28, 2023		February 28, 2022
	Three Months Ended						Three Months Ended
	February 29, 2024					February 29, 2024		February 28, 2023
Industry vertical:	Industry vertical:
Technology and consumer electronics
Technology and consumer electronics
Technology and consumer electronics	Technology and consumer electronics	$	516,608	$	470,199
Retail, travel and ecommerce	Retail, travel and ecommerce	305,504		284,917
Communications and media	Communications and media	256,987		260,643
Banking, financial services and insurance	Banking, financial services and insurance	259,653		243,246
Healthcare	Healthcare	177,824		150,136
Other	Other	119,828		126,911
Total	Total	$	1,636,404	$	1,536,052

2324

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 months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ the Company contributed ~~$22,654~~$26,116 and ~~$21,812,~~$22,654, respectively, to defined contribution plans.

Defined Benefit Plans

~~The Company has defined benefit pension and retirement plans for eligible employees of certain non-U.S. legal entities.~~ For eligible employees in the United States, the Company maintains a frozen defined benefit pension plan (“the cash balance plan”), which includes both a qualified and non-qualified portion. The pension benefit formula for the cash balance plan is determined by a combination of compensation, age-based credits, and annual guaranteed interest credits. The qualified portion of the cash balance plan has been funded through contributions made to a trust fund.

The Company maintains funded or unfunded defined benefit pension or retirement plans for certain eligible employees in the Philippines, Malaysia, India, and France. Benefits under these plans are primarily based on years of service and compensation during the years immediately preceding retirement or termination of participation in the plans.

Net benefit costs related to defined benefit plans were ~~$2,934~~$3,579 and ~~$5,722,~~$2,934, during the three months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. On an aggregate basis, the plans were underfunded by ~~$72,288~~$82,491 and ~~$71,815~~$81,813 at February ~~28, 2023~~29, 2024 and November 30, ~~2022,~~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 months ended February 29, 2024 and February 28, 2023 ~~and 2022~~ were impacted by the geographic mix of worldwide income and certain discrete items.

The liability for unrecognized tax benefits was ~~$79,983~~$88,948 and ~~$78,501~~$87,939 at February ~~28, 2023~~29, 2024 and November 30, ~~2022,~~2023, respectively, and is included in other long-term liabilities in the consolidated balance sheets. As of February ~~28, 2023~~29, 2024 and November 30, ~~2022,~~2023, the total amount of unrecognized tax benefits that would affect income tax expense if recognized in the consolidated financial statements was ~~$42,631~~$59,724 and ~~$40,793,~~$52,779, respectively. This amount includes net interest and penalties of ~~$8,163~~$9,258 and ~~$7,538~~$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 ~~$37,341~~$46,865 and ~~$40,198~~$47,383 in the next twelve months; however, actual developments in this area could differ from those currently expected.

2425

NOTE 13— LEASES:

The Company leases certain of its facilities and equipment under operating lease agreements, which expire in various periods through ~~2035.~~2037. The Company’s finance leases are not material.

The following table presents the various components of operating lease costs:


		Three Months Ended
		February 28, 2023		February 28, 2022
	Three Months Ended						Three Months Ended
	February 29, 2024					February 29, 2024		February 28, 2023
Operating lease cost	Operating lease cost	$	51,760	$	50,802
Short-term lease cost	Short-term lease cost	4,719		4,337
Variable lease cost	Variable lease cost	12,331		11,984
Sublease income	Sublease income	(1,363)		(735)
Total operating lease cost	Total operating lease cost	$	67,447	$	66,388

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, 2023:~~29, 2024:


Fiscal Years Ending November 30,	Fiscal Years Ending November 30,
2023 (remaining nine months)		$	147,247
2024		167,079
2024 (remaining nine months)
2024 (remaining nine months)
2024 (remaining nine months)
2025	2025	118,069
2026	2026	63,503
2027	2027	27,877
2028
Thereafter	Thereafter	28,691
Total payments	Total payments	552,466
Less: imputed interest*	Less: imputed interest*	49,055
Total present value of lease payments	Total present value of lease payments	$	503,411

*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

February 28, 2023

November 30, 2022

As of

February 29, 2024

November 30, 2023

Operating lease ROU assets

Other assets, net

475,471

473,039

Current operating lease liabilities

Other accrued liabilities

167,397

158,801

Non-current operating lease liabilities

Other long-term liabilities

336,014

340,673

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:

Three Months Ended

February 28, 2023

February 28, 2022

Three Months Ended

February 29, 2024

February 28, 2023

Cash paid for amounts included in the measurement of lease liabilities

53,825

50,044

Non-cash ROU assets obtained in exchange for lease liabilities

41,394

37,492

2526

The weighted-average remaining lease term and discount rate as of February ~~28, 2023~~29, 2024 and November 30, ~~2022~~2023 were as follows:


		As of
		February 28, 2023		November 30, 2022
	As of										As of
	February 29, 2024								February 29, 2024			November 30, 2023
Weighted-average remaining lease term (years)	Weighted-average remaining lease term (years)	3.63		3.72		Weighted-average remaining lease term (years)	4.77			4.88
Weighted-average discount rate	Weighted-average discount rate	5.38	%	5.24	%	Weighted-average discount rate	6.52	%		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.

Under the separation and distribution agreement with TD SYNNEX, the Company agreed to indemnify TD SYNNEX, each of its subsidiaries and each of their respective directors, officers and employees from and against all liabilities allocated to Concentrix under the separation and distribution agreement, which are generally those liabilities that relate to the CX business and the Company’s business activities, whether incurred prior to or after the spin-off.

Under the tax matters agreement with TD SYNNEX, if the spin-off fails to qualify for tax-free treatment, the Company is generally required to indemnify TD SYNNEX for any taxes resulting from the spin-off (and related costs and other damages) to the extent such amounts result from (1) an acquisition of all or a portion of the Company’s equity securities or assets by any means, (2) any action or failure to act by the Company after the distribution affecting the voting rights of the Company’s stock, (3) other actions or failures to act by the Company, or (4) certain breaches of the Company’s agreements and representations in the tax matters agreement. The Company’s indemnification obligations to TD SYNNEX and its subsidiaries, officers, directors and employees are not limited by any maximum amount.

The Company does not believe that the above commitments and contingencies will have a material adverse effect on the Company’s results of operations, financial position, or cash flows.

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 months ended February 29, 2024 and February 28, 2023, the Company repurchased 237 and 71 shares, respectively, of its common stock for an aggregate purchase price of ~~$10,001. During the three months ended February 28, 2022, the Company did not repurchase any shares under the program.~~$21,674 and $10,001, 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 February ~~28, 2023,~~29, 2024, approximately ~~$344,083~~$268,452 remained available for share repurchases under the existing authorization from the Company’s board of directors.

During March 2023, the Company repurchased 39184 shares of its common stock for an aggregate purchase price of ~~$4,940.~~$11,964.

Dividends

During fiscal years ~~2023~~2024 and ~~2022,~~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 ~~18, 2022~~	~~January 28, 2022~~	~~$0.25~~	~~February 8, 2022~~
~~March 29, 2022~~	~~April 29, 2022~~	~~$0.25~~	~~May 10, 2022~~
~~June 27, 2022~~	~~July 29, 2022~~	~~$0.25~~	~~August 9, 2022~~
~~September 28, 2022~~	~~October 28, 2022~~	~~$0.275~~	~~November 8, 2022~~
~~January~~ 19, 2023	January 30, 2023	$0.275	February 10, 2023
March 29, 2023	April 28, 2023	$0.275	May 9, 2023
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

On March ~~29, 2023,~~26, 2024, the Company announced a cash dividend of ~~$0.275~~$0.3025 per share to stockholders of record as of April ~~28, 2023,~~26, 2024, payable on May ~~9, 2023.~~

~~NOTE 16—SUBSEQUENT EVENTS~~

~~Pending Combination with Webhelp~~

In March 2023, Concentrix entered into a binding put option agreement with certain shareholders of Marnix Lux SA (“Webhelp Parent”), the parent company of the Webhelp business. Webhelp is a leading provider of CX solutions, including sales, marketing, and payment services, with significant operations and client relationships in Europe, Latin America, and Africa. Following completion of required works council consultation processes, the parties are expected to enter into a definitive purchase agreement.

Under the terms of the agreement and subject to completion of the required works council consultations and the satisfaction of closing conditions, Concentrix will acquire 100% of the shares of Webhelp Parent in a transaction valued at approximately $4.8 billion, including the assumption of approximately €1.55 billion of net debt. At the closing of the transaction, shareholders of Webhelp Parent will receive (i) approximately 14.9 million shares of Concentrix common stock, (ii) €500 million in cash, (iii) a €700 million note payable in two years, bearing interest at 2% per annum, and (iv) the right to earn an additional 0.75 million shares of Concentrix common stock if the share price of Concentrix common stock reaches $170.00 per share within seven years from the closing of the transaction (based on daily volume weighted average prices measured over a specified period). Upon the closing of the transaction, Concentrix shareholders will own approximately 78% of the combined company with Webhelp Parent shareholders owning approximately 22%.

The transaction is expected to close by the end of the year, subject to completion of the required works council consultations and the satisfaction of customary closing conditions, including approval by Concentrix shareholders and regulatory approvals.

~~Debt Commitment Letter~~

In connection with the pending combination, the Company entered into a debt commitment letter (the “Commitment Letter”), dated as of March 29, 2023, with JPMorgan Chase Bank, N.A. (“JPMorgan”), pursuant to which JPMorgan has committed to provide a 364-day bridge loan facility in an aggregate principal amount of $5.29 billion (the “Bridge Facility”), consisting of three tranches: (i) a $2.44 billion tranche of term bridge loans, (ii) a $1.85 billion tranche of term bridge loans and (iii) a $1.0 billion tranche of revolving commitments (the “Amendment Revolving Tranche”), each subject to the satisfaction of certain customary closing conditions including the consummation of the combination with Webhelp. The Bridge Facility is available to (i) pay for a portion of the cash purchase price, (ii) directly or indirectly repay certain indebtedness of Webhelp Parent and its subsidiaries and certain indebtedness of the Company and its subsidiaries, and (iii) to pay fees, costs and expenses related to the transaction, the Bridge Facility and transactions being entered into or otherwise contemplated in7, 2024.

~~connection therewith. Additionally, the Amendment Revolving Tranche will be available after the consummation of the combination for working capital and other general corporate purposes.~~

If the Company utilizes the Bridge Facility, amounts drawn thereunder will bear interest at an annual rate equal to adjusted term SOFR plus a margin which may initially range from 1.125% to 2.000%, depending on the Company’s debt rating or leverage ratio, as applicable, as determined in accordance with the Commitment Letter, which margin will be increased by 0.25% on each of the 90th, 180th and 270th day after the closing of the Bridge Facility. The Company will pay commitment fees on the undrawn amount of this commitment ranging from 0.125% to 0.275% if based upon the Company’s debt rating, or 0.225% to 0.300% if based upon the Company’s leverage ratio, as applicable, determined in accordance with the Commitment Letter.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended November 30, ~~2022,~~2023, as filed with the Securities and Exchange Commission on January ~~27, 2023.~~29, 2024. References to “we,” “our,” “us,” “the Company” or ~~“Concentrix”~~“Concentrix + Webhelp” refer to Concentrix Corporation and its subsidiaries.

Certain comparisons of the year-over-year changes in revenue and cost of revenue in the discussion of our results of operations for the three months ended February 29, 2024 and February 28, 2023 include a supplemental comparison as if the Webhelp Combination had occurred at the beginning of fiscal year 2023. These supplemental comparisons can be identified by the language “if the Webhelp Combination had occurred at the beginning of fiscal year 2023”. The amounts used in these supplemental comparisons were determined by adding (a) the Webhelp results of operations for the relevant period in fiscal year 2023 prior to the Webhelp Combination and making reclassification and adjustments of International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) to U.S. GAAP for the period, consistent with the adjustments made in our unaudited proforma condensed combined financial statements filed as Exhibit 99.2 to our Current Report on Form 8-K filed with the SEC on March 22, 2024 and (b) the Company’s consolidated results of operations for the relevant period in fiscal year 2023. We believe the presentation of this supplemental information is useful because the Webhelp Combination had a significant impact on revenue and cost of revenue for the post-acquisition period and the supplemental comparison enables readers to better understand changes in the combined business. These supplemental comparisons are provided for informational purposes only and may not necessarily reflect the results of operations that would have occurred had the Webhelp Combination actually occurred as of the beginning of the period referenced.

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements regarding ~~the combination with Webhelp and the timing thereof,~~ our expected future financial condition, results of operations, effective tax rate, cash flows, leverage, liquidity, business strategy, competitive position, demand for our services and seasonality of our business, international operations, acquisition opportunities and the anticipated impact of acquisitions, capital allocation and dividends, growth opportunities, spending, capital expenditures and investments, competition and market forecasts, industry trends, our human capital resources and sustainability initiatives, and statements that include words such as believe, expect, may, will, provide, could, ~~and~~ should, and other similar expressions. These forward-looking statements are inherently uncertain and involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things: risks related to ~~the proposed transaction~~our combination with Webhelp, including ~~that the proposed transaction will not be consummated;~~ the ability to ~~complete works council consultations~~retain key employees and ~~receive shareholder approval and regulatory approvals for~~successfully integrate the ~~proposed transaction in a timely manner, on acceptable terms or at all, or to satisfy the other closing conditions to the proposed transaction; conditions in the credit markets and the~~Webhelp business; our ability to ~~obtain financing for~~realize estimated cost savings, synergies or other anticipated benefits of our combination with Webhelp, or that such benefits may take longer to realize than expected; diversion of management’s attention; the ~~proposed transaction~~potential impact of the consummation of our combination with Webhelp on ~~a favorable basis, if at all; fluctuations in currency exchange rates~~relationships with clients and ~~their impact on the U.S. dollar cost for Euro-denominated obligations;~~other third parties; risks related to general economic conditions, including consumer demand, interest rates, inflation, supply chains, and the effects of the ~~conflict~~conflicts in ~~Ukraine;~~Ukraine and Gaza; cyberattacks on our or our clients’ networks and information technology systems; uncertainty around, and disruption from, new and emerging technologies, including the adoption and utilization of generative artificial intelligence; the failure of our staff and contractors to adhere to our and our clients’ controls and processes; the inability to protect personal and proprietary information; the inability to execute on our digital customer experience strategy; the loss of key personnel or the inability to attract and retain staff with the skills and expertise needed for our business; increases in the cost of labor; the effects of ~~the COVID-19 pandemic and other~~ communicable diseases or other public health crises, natural disasters, and adverse weather ~~conditions or public health crises;~~conditions; geopolitical, economic and climate- or weather-related risks in regions with a significant concentration of our operations; the inability to ~~successfully identify, complete and integrate strategic acquisitions or investments, including~~execute on our ~~integration of ServiceSource International, Inc.;~~digital customer experience strategy; competitive conditions in our industry and consolidation of our competitors; ~~higher than expected tax liabilities; the demand for customer experience solutions and technology;~~ variability in demand by our clients or the early termination of our client contracts; the level of business activity of our clients and the market acceptance and performance of their products and services; ~~currency exchange rate fluctuations;~~the demand for customer experience solutions and technology; damage to our reputation through the actions or inactions of third parties; changes in law, regulations or regulatory guidance; the operability of our communication services and information technology systems and networks; ~~changes~~the loss of key personnel or the inability to attract and retain staff with the skills and expertise needed for our business; increases in ~~law, regulations~~the cost of labor; the inability to successfully identify complete and integrate strategic acquisitions or ~~regulatory guidance; damage to our reputation through the actions or inactions of third parties;~~investments; higher than expected tax liabilities; currency exchange rate fluctuations; investigative or legal actions; and other risks that are described under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended November 30, ~~2022.~~2023. We do not intend to update forward-looking statements, which speak only as of the date hereof, unless otherwise required by law.

Concentrix, Webhelp, Concentrix + Webhelp, the Concentrix ~~Logo,~~logo, the Webhelp logo, and all other Concentrix company, product and services names and slogans are trademarks or registered trademarks of Concentrix Corporation and its subsidiaries. Concentrix, Webhelp, the Concentrix logo and the ~~Concentrix Logo~~Webhelp logo Reg. U.S. Pat. & Tm. Off. and applicable non-U.S. jurisdictions. Other names and marks are the property of their respective owners.

Overview and Basis of Presentation

Concentrix is a leading global provider of Customer Experience (“CX”) solutions and technology that help iconic and disruptive brands drive deep understanding, full lifecycle engagement, and differentiated experiences for their end-customers. We provide end-to-end capabilities, including CX process optimization, technology innovation and design engineering, front- and back-office automation, analytics, and business transformation services to clients in five primary industry verticals. Our differentiated portfolio of solutions supports Fortune Global 500 as well as new economy clients across the globe in their efforts to deliver an optimized, consistent brand experience across all channels of communication, such as voice, chat, email, social media, asynchronous messaging, and custom applications. We strive to deliver exceptional services globally supported by our deep industry knowledge, technology and security practices, talented people, and digital and analytics expertise.

We generate revenue from performing services that are generally tied to our clients’ products and services. Any shift in business or the size of the market for our clients’ products or services, or any failure of technology or failure of acceptance of our clients’ products or services in the market may impact our business. The staff turnover rate in our business is high, as is the risk of losing experienced team members. High staff turnover rates may increase costs and decrease operating efficiencies and productivity.

~~Pending~~Webhelp Combination ~~with Webhelp~~

On ~~March 29,~~September 25, 2023, we ~~announced that we have entered into a binding put option agreement that is expected to result in the combination~~completed our acquisition (the “Webhelp Combination”) of all of the issued and outstanding capital stock (the “Shares”) of Marnix Lux SA, a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Webhelp Parent”) and the parent company of the Webhelp business (“Webhelp”), from the holders thereof (the “Sellers”). The acquisition was completed pursuant to the terms and conditions of the Share Purchase and Contribution Agreement, dated as of June 12, 2023, as amended by First Amendment to Share Purchase and Contribution Agreement, dated as of July 14, 2023 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 ~~businesses.~~ Parent, the Sellers, and certain representatives of the Sellers.

Webhelp is a leading provider of CX solutions, including sales, marketing, and payment services, with significant operations and client relationships in Europe, Latin America, and Africa. Since the closing of the Webhelp Combination, we have operated under the trade name “Concentrix + Webhelp” while we transition Webhelp operations and branding to the Concentrix name. The ~~transaction~~preliminary purchase consideration for the acquisition of the Shares is valued at approximately $4.8 billion, including the assumption of net debt, and is expected to close by the end of the year, subject to completion of the required works council consultations and the satisfaction of customary closing conditions, including approval by Concentrix shareholders and regulatory approvals.

~~PK Acquisition~~

~~On December 27, 2021, we completed our acquisition of PK, a leading CX design engineering company with more than 5,000 staff in four countries, for total consideration of $1,573.3~~$3,774.8 million, net of cash and restricted cash acquired. PK creates pioneering experiences that accelerate digital outcomes for their clients’ customers, partners and staff. The acquisition of PK expanded our scale in the digital IT services market and supported our growth strategy of investing in digital transformation to deliver exceptional customer experiences. The addition of the PK staff and technology to our team further strengthened our capabilities in CX design and development, artificial intelligence (“AI”), intelligent automation, and customer loyalty.

~~ServiceSource Acquisition~~

On July 20, 2022, we completed our acquisition of ServiceSource International, Inc. (“ServiceSource”) for total consideration of $141.5 million, net of cash and restricted cash acquired. ServiceSource is a global outsourced go-to-market services provider, delivering business-to-business (“B2B”) digital sales and customer success solutions that complemented our existing offerings in this area.

Revenue and Cost of Revenue

We generate revenue through the provision of CX solutions and technology to our clients pursuant to client contracts. Our client contracts typically consist of a master services agreement, supported in most cases by multiple statements of work, which contain the terms and conditions of each contracted solution. Our client contracts can range from less than one year to over five years in term and are subject to early termination by our clients for any reason, typically with 30 to 90 days’ notice.

Our CX solutions and technology are generally characterized by flat unit prices. Approximately ~~96%~~97% of our revenue is recognized as services are performed, based on staffing hours or the number of client customer transactions handled using contractual rates. Remaining revenue from the sale of these solutions are typically recognized as the services are provided over the duration of the contract using contractual rates.

Our cost of revenue consists primarily of personnel costs related to the delivery of our solutions and technology. The costs of our revenue can be impacted by the mix of client contracts, where we deliver the CX solutions and technology, additional lead time for programs to be fully scalable, and transition and initial set-up costs. Our cost of revenue as a percentage of revenue has also fluctuated

in the past, based primarily on our ability to achieve economies of scale, the management of our operating expenses, and the timing and costs incurred related to our acquisitions and investments.

In both the first fiscal quarter of ~~2023~~2024 and ~~2022,~~2023, approximately 79% ~~and 78%, respectively,~~ of our consolidated revenue was generated from our non-U.S. operations, and approximately ~~69%~~50% and ~~66%~~69%, respectively, of our consolidated revenue was priced in U.S. ~~dollars and we~~dollars. We expect ~~this~~that a majority of our revenue will continue to ~~continue.~~be generated from our non-U.S. operations while being priced in U.S. dollars. As a result, we have certain client contracts that are priced in non-U.S. dollar currencies for which a substantial portion of the costs to deliver the services are in other currencies. Accordingly, our revenue may be earned in currencies that are different from the currencies in which we incur corresponding expenses. Fluctuations in the value of currencies, such as the Philippine peso, the Indian rupee, the euro, and the Canadian dollar, against the U.S. dollar or other currencies in which we bill our clients, and

inflation in the local economies in which these delivery centers are located, can impact the operating and labor costs in these delivery centers, which can result in reduced profitability. As a result, our revenue growth, costs and profitability have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates and inflation.

Margins

Our gross margins fluctuate and can be impacted by the mix of client contracts, services provided, shifts in the geography from which our CX services and technology are delivered, client volume trends, the amount of lead time that is required for programs to become fully scaled, and transition and set-up costs. Our operating margin fluctuates based on changes in gross margins as well as overall volume levels, as we are generally able to gain scale efficiencies in our selling, general and administrative costs as our volumes increase.

Economic and Industry Trends

The CX solutions industry in which we operate is competitive, including on the basis of pricing terms, delivery capabilities, and quality of services. Further, there can be competitive pressure for labor in various markets, which could result in increased labor costs. Accordingly, we could be subject to pricing and labor cost pressures and may experience a decrease in revenue and operating income. Our business operates globally in over 4070 countries across 6six continents. We have significant concentrations in the Philippines, India, Brazil, the United States, Turkey, Colombia, Egypt, the United Kingdom, ~~Canada, throughout Europe,~~Morocco, China, and ~~Japan.~~elsewhere throughout EMEA, Latin America, and Asia-Pacific. Accordingly, we would be impacted by economic strength or weakness in these geographies and by the strengthening or weakening of local currencies relative to the U.S. dollar.

Seasonality

Our revenue and margins fluctuate with the underlying trends in our clients’ businesses and trends in the level of consumer activity. As a result, our revenue and margins are typically higher in the fourth fiscal quarter of the year than in any other fiscal quarter.

Critical Accounting Policies and Estimates

During the three months ended February ~~28, 2023,~~29, 2024, there were no material changes to our critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, ~~2022.~~2023.

3130

Results of Operations – Three Months Ended February 29, 2024 and February 28, 2023 ~~and 2022~~


	Three Months Ended						Three Months Ended
	February 29, 2024					February 29, 2024		February 28, 2023
		Three Months Ended
		February 28, 2023		February 28, 2022

		($ in thousands)
		($ in thousands)
		($ in thousands)
		($ in thousands)
Revenue	Revenue	$	1,636,404	$	1,536,052
Cost of revenue	Cost of revenue	1,055,243		997,918
Gross profit	Gross profit	581,161		538,134
Selling, general and administrative expenses	Selling, general and administrative expenses	425,114		390,389
Operating income	Operating income	156,047		147,745
Interest expense and finance charges, net	Interest expense and finance charges, net	33,990		8,770
Other expense (income), net	Other expense (income), net	3,714		(7,616)
Income before income taxes	Income before income taxes	118,343		146,591
Provision for income taxes	Provision for income taxes	30,473		36,052
Net income before non-controlling interest		87,870		110,539
Less: Net income attributable to non-controlling interest		—		266
Net income attributable to Concentrix Corporation		$	87,870	$	110,273
Net income

Revenue


	Three Months Ended																	Three Months Ended							% Change
	February 29, 2024												February 29, 2024							February 28, 2023				2024 to 2023
		Three Months Ended				% Change
		February 28, 2023		February 28, 2022		2023 to 2022

		($ in thousands)
		($ in thousands)
		($ in thousands)
		($ in thousands)
Industry vertical:	Industry vertical:
Industry vertical:
Industry vertical:
Technology and consumer electronics
Technology and consumer electronics
Technology and consumer electronics	Technology and consumer electronics	$	516,608	$	470,199	9.9%	$	665,102			$			$	516,608			28.7%			28.7%
Retail, travel and ecommerce	Retail, travel and ecommerce	305,504		284,917		7.2%	Retail, travel and ecommerce		583,712			305,504					305,504			91.1%			91.1%
Communications and media	Communications and media	256,987		260,643		(1.4)%	Communications and media		380,165			256,987					256,987			47.9%			47.9%
Banking, financial services and insurance	Banking, financial services and insurance	259,653		243,246		6.7%	Banking, financial services and insurance		365,422			259,653					259,653			40.7%			40.7%
Healthcare	Healthcare	177,824		150,136		18.4%	Healthcare		191,089			177,824					177,824			7.5%			7.5%
Other	Other	119,828		126,911		(5.6)%	Other		217,258			119,828					119,828			81.3%			81.3%
Total	Total	$	1,636,404	$	1,536,052	6.5%	Total		$	2,402,748		$				$	1,636,404		46.8%			46.8%

We generate revenue by delivering our CX solutions and technology to our clients categorized in the above primary industry verticals. Our solutions focus on customer engagement, process optimization, and back-office automation.

Our revenue increased ~~6.5%~~by 46.8% in the three months ended February ~~28, 2023,~~29, 2024, compared to the three months ended February 28, ~~2022, which included incremental~~2023, primarily as a result of the Webhelp Combination. For the three months ended February 29, 2024, revenue ~~from acquired operations~~across all verticals increased, primarily as a result of ~~$81.7 million, or an~~the Webhelp Combination. The increase ~~of 5.3%, compared to the prior year period, and increased volumes across the majority of our verticals over the prior year period. These increases were~~in revenue was partially offset by ~~an unfavorable translation~~the negative effect of foreign ~~currencies~~currency translation of ~~$39.9~~$12.8 million, or ~~2.6%~~0.8%. The unfavorable foreign currency translation effect on revenue was primarily due to the weakening of the ~~euro, British pound,~~Argentine peso, Japanese yen and ~~Japanese yen~~Australian dollar against the U.S. dollar.

~~For~~ If the ~~three months ended February 28,~~Webhelp Combination had occurred at the beginning of fiscal year 2023, our revenue ~~in our technology and consumer electronics vertical~~would have increased as a result of contributions from acquired operations, increases in volumes from several social media and internet-related service clients, and increases in volumes from a broad-based group of hardware and software clients over the prior year period. For the three months ended February 28, 2023, revenue in our retail, travel and ecommerce vertical increased primarily due to contributions from acquired operations and increased volumes across the majority of our clients in this vertical over the prior year period. For the three months ended February 28, 2023, revenue in our communications and media vertical decreased slightly due to decreased volumes with several clients which more than offset contributions from acquired operations. For the three months ended February 28, 2023, revenue from clientsby 1.7% in the ~~banking, financial services and insurance vertical increased due to increased volumes across the majority~~first quarter of our clients in this vertical over the prior year period. For the three months ended February 28, 2023, revenue in our healthcare vertical increased due to contributions from acquired operations and increased volumes across the majority of our healthcare clients over the prior year

~~period. For the three months ended February 28, 2023, revenue in our other vertical decreased primarily due to decreases in revenue from several clients, including government clients.~~2024.

Cost of Revenue, Gross Profit and Gross Margin Percentage


	Three Months Ended																			Three Months Ended						% Change
	February 29, 2024														February 29, 2024							February 28, 2023			2024 to 2023
		Three Months Ended						% Change
		February 28, 2023			February 28, 2022			2023 to 2022

		($ in thousands)
		($ in thousands)
		($ in thousands)
		($ in thousands)
Cost of revenue
Cost of revenue
Cost of revenue	Cost of revenue	$	1,055,243		$	997,918		5.7%	$	1,546,219			$			$	1,055,243			46.5%			46.5%
Gross profit	Gross profit	$	581,161		$	538,134		8.0%	Gross profit		$	856,529		$				$	581,161		47.4%			47.4%
Gross margin %	Gross margin %	35.5		%	35.0		%

Cost of revenue consists primarily of personnel costs. Gross margin can be impacted by resource location, client mix and pricing, additional lead time for programs to be fully scalable, and transition and initial set-up costs.

Our cost of revenue increased by ~~5.7%~~46.5% in the three months ended February ~~28, 2023,~~29, 2024, compared to the three months ended February 28, ~~2022,~~2023, primarily due to the increase in our revenue and personnel costs related to ~~staff supporting acquired operations.~~the Webhelp Combination. The increases were partially offset by a ~~$60.2~~$22.4 million, or ~~6.0%~~2.1%, reduction in our cost of revenue due to foreign currency translation. The foreign currency translation impact on our cost of revenue was caused primarily by the weakening of the Argentine peso, Philippine peso ~~Indian rupee,~~ and ~~euro~~Japanese yen against the U.S. dollar.

If the Webhelp Combination had occurred at the beginning of fiscal year 2023, our cost of sales would have increased by 1.6% in the first quarter of 2024.

Our gross profit increased ~~8.0%~~by 47.4% in the three months ended February ~~28, 2023,~~29, 2024, compared to the three months ended February 28, ~~2022,~~2023, primarily due to the increase in revenue and the contributions from acquired operations and a net favorable foreign currency impact of ~~$20.3~~$9.6 million on gross ~~profit.~~profit, partially offset by the increase in cost of revenue. Our gross margin percentage for the three months ended February ~~28, 2023~~29, 2024 increased to ~~35.5%~~35.6% from ~~35.0%~~35.5% in the prior year period due to changes in the mix of geographies where our services were delivered.

Selling, General and Administrative Expenses


	Three Months Ended														Three Months Ended				% Change
	February 29, 2024											February 29, 2024				February 28, 2023		2024 to 2023
		Three Months Ended						% Change
		February 28, 2023			February 28, 2022			2023 to 2022

		($ in thousands)
		($ in thousands)
		($ in thousands)
		($ in thousands)
Selling, general and administrative expenses
Selling, general and administrative expenses
Selling, general and administrative expenses	Selling, general and administrative expenses	$	425,114		$	390,389		8.9%	$	708,090	$		$	425,114	66.6%		66.6%
Percentage of revenue	Percentage of revenue	26.0		%	25.4		%

Our selling, general and administrative expenses consist primarily of support personnel costs such as salaries, commissions, bonuses, employee benefits, and share-based compensation costs. Selling, general and administrative expenses also include the cost of our global delivery facilities, utility expenses, hardware and software costs related to our technology infrastructure, legal and professional fees, depreciation on our technology and facility equipment, amortization of intangible assets resulting from acquisitions, marketing expenses, and acquisition-related and integration expenses.

Our selling, general and administrative expenses increased ~~8.9%~~by 66.6% in the three months ended February ~~28, 2023,~~29, 2024, compared to the three months ended February 28, ~~2022,~~2023, primarily due to incremental selling, general and administrative expenses associated with the ~~acquired operations~~Webhelp Combination, an increase in amortization expenses, primarily associated with the Webhelp Combination, of $77.0 million and an increase in acquisition-related and integration expenses of ~~$4.6~~$24.6 million. These increases were partially offset by a ~~$15.7~~$4.7 million reduction in selling, general and administrative expenses due to foreign currency ~~translation.~~translation impacts. As a percentage of revenue, selling, general and administrative expenses increased from ~~25.4% in the first fiscal quarter of 2022 to~~ 26.0% in the first fiscal quarter of 2023 to 29.5% in the first fiscal quarter of 2024 due to the net effect of the changes described.

Operating Income

Three Months Ended % Change
February 28, 2023 February 28, 2022 2023 to 2022
($ in thousands)
Operating income $ 156,047 $ 147,745 5.6%
Operating margin 9.5 % 9.6 %


	Three Months Ended						% Change
	February 29, 2024			February 28, 2023			2024 to 2023

	($ in thousands)
Operating income	$	148,439		$	156,047		(4.9)%
Operating margin	6.2		%	9.5		%

Our operating income ~~increased~~decreased during the three months ended February ~~28, 2023,~~29, 2024, compared to the three months ended February 28, ~~2022,~~2023, due to ~~the increase in gross profit partially offset by~~ the increase in selling, general and administrative ~~expenses.~~expenses partially offset by the increase in gross profit.

Our operating margin ~~slightly~~ decreased during the three months ended February ~~28, 2023,~~29, 2024, compared to the three months ended February 28, ~~2022,~~2023, due to ~~the increase in gross margin percentage, more than offset by~~ the increase in selling, general and administrative expenses as a percentage of ~~revenue.~~revenue partially offset by the increase in gross margin percentage.

Interest Expense and Finance Charges, Net


	Three Months Ended														Three Months Ended				% Change
	February 29, 2024											February 29, 2024				February 28, 2023		2024 to 2023
		Three Months Ended						% Change
		February 28, 2023			February 28, 2022			2023 to 2022

		($ in thousands)
		($ in thousands)
		($ in thousands)
		($ in thousands)
Interest expense and finance charges, net
Interest expense and finance charges, net
Interest expense and finance charges, net	Interest expense and finance charges, net	$	33,990		$	8,770		287.6%	$	82,439	$		$	33,990	142.5%		142.5%
Percentage of revenue	Percentage of revenue	2.1		%	0.6		%

Amounts recorded in interest expense and finance charges, net consist primarily of interest on ~~borrowings~~our senior notes issued in August 2023, interest expense on ~~the~~ term loan ~~(the “Term Loan”)~~borrowings under our ~~amended~~ senior ~~secured~~ credit facility, ~~(the “Credit Facility”) and~~ interest expense on borrowings under our accounts receivable securitization facility (the “Securitization Facility”) and interest expense on the promissory note issued by us to certain Sellers in connection with the Webhelp Combination (the “Sellers’ Note”).

The increase in interest expense and finance charges, net for the three months ended February ~~28, 2023,~~29, 2024, compared to the three months ended February 28, ~~2022,~~2023, was due to the increase in our outstanding borrowings on the Term Loan under our Credit Facility and under our Securitization Facility and higher interest rates on these borrowings. The increased borrowings are primarily due to ~~borrowings incurred for~~interest expense on our ~~acquisitions~~senior notes of PK$36.8 million and ~~ServiceSource~~interest expense, including imputed interest, associated with the Sellers’ Note of $8.0 million, each of which were not outstanding in ~~fiscal~~the prior year ~~2022.~~

period.

Other Expense (Income), Net


	Three Months Ended														Three Months Ended				% Change
	February 29, 2024											February 29, 2024				February 28, 2023		2024 to 2023
		Three Months Ended						% Change
		February 28, 2023			February 28, 2022			2023 to 2022

		($ in thousands)
		($ in thousands)
		($ in thousands)
		($ in thousands)
Other expense (income), net
Other expense (income), net
Other expense (income), net	Other expense (income), net	$	3,714		$	(7,616)		(148.8)%	$	(6,824)	$		$	3,714	(283.7)%		(283.7)%
Percentage of revenue	Percentage of revenue	0.2		%	(0.5)		%

Amounts recorded as other expense (income), net primarily include foreign currency transaction gains and losses other than cash flow hedges, investment gains and losses, the non-service component of pension costs, ~~and~~ other non-operating gains and ~~losses.~~losses, and changes in acquisition contingent consideration related to the Webhelp Combination.

Other expense (income), net in the three months ended February ~~28, 2023~~29, 2024 was anincome of $6.8 million, compared to expense of $3.7 ~~million, compared to income of $7.6~~ million in the three months ended February 28, ~~2022.~~2023. The change in other expense (income), net over the prior year period was primarily due to ~~unfavorable~~income associated with the change in acquisition contingent consideration associated with the Webhelp Combination of $14.9 million during the three months ended February 29, 2024, offset primarily by net foreign currency ~~transaction changes, partially offset by net gains on foreign currency forward contracts compared to the prior year period.~~

losses.

Provision for Income Taxes


	Three Months Ended														Three Months Ended				% Change
	February 29, 2024											February 29, 2024				February 28, 2023		2024 to 2023
		Three Months Ended						% Change
		February 28, 2023			February 28, 2022			2023 to 2022

		($ in thousands)
		($ in thousands)
		($ in thousands)
		($ in thousands)
Provision for income taxes
Provision for income taxes
Provision for income taxes	Provision for income taxes	$	30,473		$	36,052		(15.5)%	$	20,722	$		$	30,473	(32.0)%		(32.0)%
Percentage of income before income taxes	Percentage of income before income taxes	25.7		%	24.6		%

Our provision for income taxes consists of our current and deferred tax expense resulting from our income earned in domestic and international jurisdictions.

Our provision for income taxes decreased in the three months ended February ~~28, 2023,~~29, 2024, compared to the three months ended February 28, ~~2022,~~2023, primarily due to a decrease in income before taxes. The effective tax rate for the three months ended February ~~28, 2023~~29, 2024 increased compared to the three months ended February 28, ~~2022~~2023, primarily due to the change in mix of income earned in different tax jurisdictions between periods.

3433

Certain Non-GAAP Financial Information

In addition to disclosing financial results that are determined in accordance with GAAP, we also disclose certain non-GAAP financial information, including:

•Revenue in constant currency, which is revenue adjusted for the translation effect of foreign currencies so that certain financial results can be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons of our business performance. Revenue in constant currency is calculated by translating the revenue of each fiscal year in the billing currency to U.S. dollars using the comparable prior year’s currency conversion rate. Generally, when the U.S. dollar either strengthens or weakens against other currencies, our revenue growth at constant currency rates or adjusting for currency will be higher or lower than our revenue growth reported at actual exchange rates.

•Revenue in adjusted constant currency, which is constant currency revenue excluding revenue from acquired operations in the current period for the twelve months following an acquisition and excluding revenue from divested operations in the comparative period for the twelve months preceding a divestiture. Revenue in adjusted constant currency presents organic constant currency revenue growth for the business, without the impact of acquisitions and divestitures, thereby facilitating period-to-period comparisons of our business performance.

•Non-GAAP operating income, which is operating income, adjusted to exclude acquisition-related and integration expenses, including related restructuring costs, step-up depreciation, amortization of intangible assets and share-based compensation.

•Non-GAAP operating margin, which is non-GAAP operating income, as defined above, divided by revenue.

•Adjusted earnings before interest, taxes, depreciation, and amortization, or adjusted EBITDA, which is non-GAAP operating income, as defined above, plus ~~depreciation.~~depreciation (exclusive of step-up depreciation).

•Adjusted EBITDA margin, which is adjusted EBITDA, as defined above, divided by revenue.

•Non-GAAP net income, which is net income excluding the tax effected impact of acquisition-related and integration expenses, including related restructuring costs, amortization of intangible assets, share-based compensation, imputed interest related to the Sellers’ note, change in acquisition contingent consideration and ~~share-based compensation.~~foreign currency losses (gains), net.

•Free cash flow, which is cash flows from operating activities less capital ~~expenditures.~~expenditures, and adjusted free cash flow, which is free cash flow excluding the effect of changes in the outstanding factoring balance. We believe that free cash flow is a meaningful measure of cash flows since capital expenditures are a necessary component of ongoing operations. We believe that adjusted free cash flow is a meaningful measure of cash flows because it removes the effect of factoring which changes the timing of the receipt of cash for certain receivables. However, free cash flow ~~has~~and adjusted cash flow have limitations because ~~it does~~they do not represent the residual cash flow available for discretionary expenditures. For example, free cash flow ~~does~~and adjusted free cash flow do not incorporate payments for business acquisitions.

•Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share, tax effected impact of acquisition-related and integration expenses, including related restructuring costs, step-up depreciation, amortization of intangible assets, share-based compensation, imputed interest related to the Sellers’ note, change in acquisition contingent consideration and ~~share-based compensation.~~foreign currency losses (gains), net. Non-GAAP EPS excludes net income attributable to participating securities, and the per share, tax-effected impact of adjustments to net income described above reflect only those amounts that are attributable to common shareholders.

We believe that providing this additional information is useful to the reader to better assess and understand our base operating performance, especially when comparing results with previous periods and for planning and forecasting in future periods, primarily because management typically monitors the business adjusted for these items in addition to GAAP results. Management also uses these non-GAAP measures to establish operational goals and, in some cases, for measuring performance for compensation purposes. These non-GAAP financial measures exclude amortization of intangible assets. Our acquisition activities have resulted in the recognition of intangible assets, which consist primarily of ~~client~~customer relationships, technology, and trade names. Finite-lived intangible assets are amortized over their estimated useful lives and are tested for impairment when events indicate that the carrying value may not be recoverable. The amortization of intangible assets is reflected in our statements of operations. Although intangible assets contribute to our revenue generation, the amortization of intangible assets does not directly relate to the services performed for our clients. Additionally, intangible asset amortization expense typically fluctuates based on the size and timing of our acquisition activity. Accordingly, we believe excluding the amortization of intangible assets, along with the other non-GAAP adjustments, which neither relate to the ordinary course of our business nor reflect our underlying business performance, enhances our and our investors’ ability to compare our past financial performance with its current performance and to analyze underlying business performance and trends. Intangible asset amortization excluded from the related non-GAAP financial measure represents the entire amount recorded within our GAAP financial statements, and the revenue generated by the associated intangible assets has not been excluded from the related non-GAAP financial measure. Intangible asset amortization is excluded from the related non-GAAP financial measure because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes

impaired or the estimated useful life of an intangible asset is revised. These non-GAAP financial measures also exclude share-based compensation expense. Given the subjective assumptions and the variety of award types that companies can use when calculating share-based compensation expense, management believes this additional information allows investors to make additional comparisons between our operating results and those of our peers. As these non-GAAP financial measures are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures employed by other companies. These non-GAAP

financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures and should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.


	Three Months Ended
	February 29, 2024			February 28, 2023
	($ in thousands, except per share amounts)










Operating income	$	148,439		$	156,047
Acquisition-related and integration expenses	30,173			5,543
Step-up depreciation	2,501			—
Amortization of intangibles	116,302			39,260
Share-based compensation	21,646			16,754
Non-GAAP operating income	$	319,061		$	217,604

Net income	$	52,102		$	87,870
Interest expense and finance charges, net	82,439			33,990
Provision for income taxes	20,722			30,473
Other expense (income), net	(6,824)			3,714
Acquisition-related and integration expenses	30,173			5,543
Step-up depreciation	2,501			—
Amortization of intangibles	116,302			39,260
Share-based compensation	21,646			16,754
Depreciation (exclusive of step-up depreciation)	65,257			38,175
Adjusted EBITDA	$	384,318		$	255,779

Operating margin	6.2		%	9.5		%
Non-GAAP operating margin	13.3		%	13.3		%
Adjusted EBITDA margin	16.0		%	15.6		%

Net income	$	52,102		$	87,870
Acquisition-related and integration expenses	30,173			5,543
Step-up depreciation	2,501			—
Imputed interest related to Sellers' Note included in interest expense and finance charges, net	4,178			—
Change in acquisition contingent consideration included in other expense (income), net	(14,897)			—
Foreign currency losses (gains), net (2)	6,610			2,502
Amortization of intangibles	116,302			39,260
Share-based compensation	21,646			16,754
Income taxes related to the above (1)	(42,960)			(16,015)
Non-GAAP net income	$	175,655		$	135,914

3635


	Three Months Ended
	February 29, 2024		February 28, 2023
	($ in thousands, except per share amounts)

Diluted earnings per common share (“EPS”)	$	0.76	$	1.68
Acquisition-related and integration expenses	0.44		0.11
Step-up depreciation	0.04		—
Imputed interest related to Sellers' Note included in interest expense and finance charges, net	0.06		—
Change in acquisition contingent consideration included in other expense (income), net	(0.22)		—
Foreign currency losses (gains), net (2)	0.10		0.05
Amortization of intangibles	1.70		0.75
Share-based compensation	0.32		0.32
Income taxes related to the above (1)	(0.63)		(0.32)
Non-GAAP Diluted EPS	$	2.57	$	2.59

Three Months Ended
February 28, 2023 February 28, 2022
($ in thousands, except per share amounts)
Revenue $ 1,636,404 $ 1,536,052
Foreign currency translation 39,934 —
Revenue in constant currency $ 1,676,338 $ 1,536,052
Effect of excluding revenue of acquired and divested businesses (81,704) (83,196)
Revenue in adjusted constant currency $ 1,594,634 $ 1,452,856
Operating income $ 156,047 $ 147,745
Acquisition-related and integration expenses 5,543 922
Amortization of intangibles 39,260 38,056
Share-based compensation 16,754 15,169
Non-GAAP operating income $ 217,604 $ 201,892
Net income $ 87,870 $ 110,273
Net income attributable to non-controlling interest — 266
Interest expense and finance charges, net 33,990 8,770
Provision for income taxes 30,473 36,052
Other expense (income), net 3,714 (7,616)
Acquisition-related and integration expenses 5,543 922
Amortization of intangibles 39,260 38,056
Share-based compensation 16,754 15,169
Depreciation 38,175 36,037
Adjusted EBITDA $ 255,779 $ 237,929
Operating margin 9.5 % 9.6 %
Non-GAAP operating margin 13.3 % 13.1 %
Adjusted EBITDA margin 15.6 % 15.5 %
Net income $ 87,870 $ 110,273
Acquisition-related and integration expenses 5,543 922
Amortization of intangibles 39,260 38,056
Share-based compensation 16,754 15,169
Income taxes related to the above(1)
(15,389) (13,753)
Non-GAAP net income $ 134,038 $ 150,667
Diluted earnings per common share (“EPS”) $ 1.68 $ 2.09
Acquisition-related and integration expenses 0.11 0.02
Amortization of intangibles 0.75 0.72
Share-based compensation 0.32 0.29
Income taxes related to the above(1)
(0.30) (0.27)
Non-GAAP Diluted EPS $ 2.56 $ 2.85

(1)The tax effect of taxable and deductible non-GAAP adjustments was calculated using the tax deductible portion of the expenses and applying the entity specific, statutory tax rates applicable to each item during the respective periods.

(2)Foreign currency losses (gains), net are included in other expense (income), net and primarily consist of gains and losses recognized on the revaluation and settlement of foreign currency transactions and realized and unrealized gains and losses on derivative contracts that do not qualify for hedge accounting. The reported amounts for non-GAAP net income and non-GAAP EPS for the three months ended February 29, 2024 include adjustments to exclude these foreign currency losses (gains), net, which were not adjusted in similar non-GAAP measures previously reported for the corresponding period in fiscal year 2023. In order to enhance comparability, similar adjustments were made for non-GAAP net income and non-GAAP EPS for the three months ended February 28, 2023.

3736

Liquidity and Capital Resources

Our primary uses of cash are working capital, capital expenditures to expand our delivery footprint and enhance our technology solutions, debt repayments and acquisitions, including our ~~fiscal year 2022 acquisitions of PK and ServiceSource.~~combination with Webhelp in September 2023. Our financing needs for these uses of cash have been a combination of operating cash flows and third-party debt arrangements. Our working capital needs are primarily to finance accounts receivable. When our revenue is increasing, our net investment in working capital typically increases. Conversely, when revenue is decreasing, our net investment in working capital typically decreases. To increase our market share and better serve our clients, we may further expand our operations through investments or acquisitions. We expect that such expansion would require an initial investment in working capital, personnel, facilities, and operations. These investments or acquisitions would likely be funded primarily by our existing cash and cash equivalents, available liquidity, including capacity on our debt arrangements, or the issuance of securities. We funded the Webhelp Combination through (i) proceeds from our August 2023 offering and sale of senior notes, (ii) term loan borrowings under our senior credit facility, and (iii) cash on hand.

In September 2021, considering our strong free cash flow, low leverage and adequate liquidity to support capital return to stockholders while maintaining flexibility to pursue acquisitions, ~~the Company’s~~our board of directors authorized a share repurchase program. Under the share repurchase program, the board of directors authorized the ~~Company to purchase~~repurchase of up to $500 million of our common stock from time to time as market and business conditions warrant, including through open market purchases or Rule 10b5-1 trading plans. The share repurchase program has no termination date and may be suspended or discontinued at any time. During the three months ended February 29, 2024 and February 28, 2023, we ~~purchased~~repurchased 237,105 and 71,340 shares, respectively, of our common stock under the share repurchase program for approximately $21.7 million and $10.0 million, respectively, in the aggregate. ~~During the three months ended February 28, 2022, we did not purchase any shares of our common stock under the share repurchase program.~~ At February ~~28, 2023,~~29, 2024, approximately ~~$344.1~~$268.5 million remained available for share repurchases under the existing authorization from ~~the Company’s~~our board of directors.

During March ~~2023,~~2024, we repurchased ~~39,084~~184,251 shares of our common stock for an aggregate purchase price of ~~$4.9~~$12.0 million.

During fiscal years 2024 and 2023, ~~and 2022, the Company has~~we have paid the following dividends per share approved by ~~the Company’s~~our board of directors:


Announcement Date	Record Date	Per Share Dividend Amount	Payment Date
January ~~18, 2022~~	~~January 28, 2022~~	~~$0.25~~	~~February 8, 2022~~
~~March 29, 2022~~	~~April 29, 2022~~	~~$0.25~~	~~May 10, 2022~~
~~June 27, 2022~~	~~July 29, 2022~~	~~$0.25~~	~~August 9, 2022~~
~~September 28, 2022~~	~~October 28, 2022~~	~~$0.275~~	~~November 8, 2022~~
~~January~~ 19, 2023	January 30, 2023	$0.275	February 10, 2023
March 29, 2023	April 28, 2023	$0.275	May 9, 2023
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

On March ~~29, 2023,~~26, 2024, we announced a cash dividend of ~~$0.275~~$0.3025 per share to stockholders of record as of April ~~28, 2023,~~26, 2024, payable on May ~~9, 2023.~~7, 2024.

We expect that future cash dividends will be paid on a quarterly basis. However, any decision to pay future cash dividends will be subject to our board of directors’ approval, and will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our debt agreements, industry practice, legal requirements, regulatory constraints, and other factors that our board of directors deems relevant. Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and on our access to the capital markets. We cannot guarantee that we will continue to pay a dividend in the future.

Debt Arrangements

~~Credit Facility~~Senior Notes

On ~~December 27, 2021,~~August 2, 2023, we issued and sold (i) $800 million aggregate principal amount of 6.650% Senior Notes due 2026 (the “2026 Notes”), (ii) $800 million aggregate principal amount of 6.600% Senior Notes due 2028 (the “2028 Notes”) and (iii) $550 million 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 our 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.

In connection with the closing of the ~~acquisition~~Webhelp Combination, we entered into cross-currency swap arrangements with certain financial institutions for a total notional amount of ~~PK,~~$500 million of the Senior Notes. In addition to aligning the currency of a portion of our interest payments to our euro-denominated cash flows, the arrangements effectively converted $250 million aggregate principal amount of the 2026 Notes and $250 million aggregate principal amount of the 2028 Notes into synthetic fixed euro-based debt at weighted average interest rates of 5.12% and 5.18%, respectively.

Restated Credit Facility

On April 21, 2023, we entered into an ~~amended~~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 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 ~~(i) refinance the then-outstanding term loan (the “Prior Term Loan”) with a new term loan, which was fully advanced, in the~~exceed an aggregate ~~outstanding~~ principal amount of ~~$2,100~~$1,042.5 million. The Restated Credit Facility also provides for a senior unsecured term loan facility in an aggregate principal amount not to exceed approximately $2,144.7 million (the “Term Loan”), ~~(ii) increase~~of which $1,850 million was incurred upon the ~~commitments~~amendment and approximately $294.7 million was drawn on a delayed draw basis (the “Delayed Draw Term Loans”) on the Closing Date. Aggregate borrowing capacity under ~~our~~the Restated Credit Facility may be increased by up to an additional $500 million by increasing the amount of the revolving credit facility ~~(the “Revolver”)~~or by incurring additional term loans, in each case subject to ~~$1,000~~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 million. During the three months ended February 29, 2024, we voluntarily prepaid $100 million ~~(iii) extend the maturity~~ of the principal balance on the Term Loan, without penalty, resulting in an outstanding balance at February 29, 2024 of approximately $1,850 million.

The maturity date of the Restated Credit Facility ~~from November 30, 2025 to~~remains December 27, 2026, ~~(iv)~~subject, in the case of the revolving credit facility, to two one-year extensions upon our 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 on the term loans is due until fiscal year 2026 with the remaining outstanding principal amount 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 our 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 our 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 our ability to take certain actions, including the creation of liens, mergers or consolidations, changes to the nature of our business, and, solely with respect to our subsidiaries, incurrence of indebtedness. In addition, the Restated Credit Facility contains financial covenants that require us to maintain at the end of each fiscal quarter, (i) a consolidated leverage ratio (as defined in the Restated

~~replace LIBOR with SOFR as~~Credit Facility) not to exceed 3.75 to 1.0 (or for certain periods following certain qualified acquisitions, including the ~~primary reference rate used~~Webhelp Combination, 4.25 to ~~calculate~~1.0) and (ii) a consolidated interest oncoverage ratio (as defined in the ~~loans under 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 ~~(v) modify the commitment fee on the unused portion~~a change of ~~the Revolver and the margins in excess~~control of the reference rates at which the loans under the Credit Facility bear interest. The proceeds from the Term Loan and additional borrowings under the Securitization Facility were used to repay the outstanding principal amount of the Prior Term Loan and to finance the acquisition of PK, including the repayment of certain indebtedness of PK and the payment of fees and expenses in connection with the acquisition.Concentrix Corporation.

None of our subsidiaries guarantees the obligations under the Restated Credit Facility.

Prior to entering into the Amendment Agreement, obligations under the Prior Credit Facility were secured by substantially all of the assets of Concentrix Corporation and certain of our U.S. subsidiaries and were guaranteed by certain of our U.S. subsidiaries. Borrowings under the Prior Credit Facility ~~bear~~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 ~~ranges~~ranged from 1.25% to 2.00%, based on our consolidated leverage ratio. Borrowings under the Prior Credit Facility that ~~are~~were base rate loans ~~bear~~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 ~~ranges~~ranged from 0.25% to 1.00%, based on our consolidated leverage ratio. ~~A commitment fee is payable on~~From August 31, 2022 through the ~~unused portion~~date of the ~~Revolver that ranges from 22.5 to 30 basis points, based on our consolidated leverage ratio.~~

At February 29, 2024 and November 30, 2023, no amounts were outstanding under our revolving credit facility.

During the three months ended February 28, ~~2022, we paid $25.0 million~~2023, the Company voluntarily prepaid $25,000 of ~~voluntary~~the principal ~~repayments, without penalty,~~balance on the ~~Term Loan. Based on our required and voluntary principal prepayments made to date, the next quarterly installment of $26.25 million is due in November of 2024.~~

~~We may request, subject to obtaining commitments from any participating lenders and certain other conditions, incremental commitments to increase the amount of the Revolver or the Term Loan available~~term loans under the Prior Credit Facility, in an aggregate principal amount of up to $450 million, plus an additional amount, so long as after giving effect to the incurrence of such additional amount, our pro forma first lien leverage ratio (as defined in the Credit Facility) would not exceed 3.00 to 1.00.

The Credit Facility contains various loan covenants that restrict the ability of Concentrix Corporation and its subsidiaries to take certain actions, including incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, repurchase or redemption of capital stock, making certain investments, entering into certain transactions with affiliates or changing the nature of our business. In addition, the Credit Facility contains financial covenants that require us to maintain at the end of each fiscal quarter, (i) a consolidated leverage ratio (as defined in the Credit Facility) not to exceed 3.75 to 1.0 and (ii) a consolidated interest coverage ratio (as defined in the Credit Facility) equal to or greater than 3.00 to 1.0. The Credit Facility also contains various customary events of default, including payment defaults, defaults under certain other indebtedness, and a change of control of Concentrix.

~~We had no outstanding borrowings on the Revolver as of February 28, 2023 or November 30, 2022.~~

without penalty.

Securitization Facility

~~On July 6, 2022, we entered into~~We have an ~~amendment to our~~amended Securitization Facility ~~which was initially entered into on October 30, 2020, to (i) increase the commitment of the lenders to provide~~that provides for available borrowings ~~from up to $350 million to~~of up to $500 million ~~(ii) extend the~~with a termination date of ~~the Securitization Facility from October 28, 2022 to~~ July 5, 2024, and (iii) replace LIBOR with SOFR as one of the reference rates used to calculate interest on borrowings under the Securitization Facility. In addition, the interest rate margins were amended, such that borrowings2024. Borrowings under the Securitization Facility that are funded through the issuance of commercial paper bear interest at the applicable commercial paper rate plus a spread of 0.70% and, otherwise, at a per annum rate equal to the applicable SOFR rate (which includes a credit spread adjustment to the SOFR ~~related adjustment~~rate of 0.10%), plus a spread of 0.80%.

Under the Securitization Facility, Concentrix Corporation and certain of its U.S. based subsidiaries ~~(the “Originators”)~~ sell or otherwise transfer all of their accounts receivable to a special purpose bankruptcy-remote subsidiary of Concentrix Corporation that grants a security interest in the receivables to the lenders in exchange for available borrowings of up to $500 million. Borrowing availability under the Securitization Facility may be limited by our accounts receivable balances, changes in the credit ratings of our 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).

Sellers’ Note

On September 25, 2023, as part of the consideration for the Webhelp Combination, we issued the Sellers’ Note in the aggregate principal amount of €700 million to certain Sellers. Pursuant to the Sellers’ Note, the unpaid principal amount outstanding accrues interest at a rate of two percent (2%) per annum, and all principal and accrued interest will be due and payable on September 25, 2025. The stated rate of interest is below our expected borrowing rate. As a result, we discounted the Sellers’ Note by €31,500. The discounted value is being amortized into interest expense over the two-year term.

As of February ~~28, 2023~~29, 2024 and November 30, ~~2022,~~2023, we were in compliance with the debt covenants related to our debt arrangements.

~~Debt Commitment Letter~~

In connection with the pending combination with Webhelp, we entered into a commitment letter that includes a commitment for a 364-day bridge loan facility in an aggregate principal amount of $5.29 billion, consisting of three tranches: (i) a $2.44 billion tranche of term bridge loans, (ii) a $1.85 billion tranche of term bridge loans and (iii) a $1.0 billion tranche of revolving commitments, each subject to the satisfaction of certain customary closing conditions including the consummation of the combination with Webhelp. The bridge facility is available to (i) pay for a portion of the cash purchase price, (ii) directly or indirectly repay certain indebtedness of Webhelp Parent and its subsidiaries and certain indebtedness of the Company and its subsidiaries, and (iii) to pay fees, costs and expenses related to the transaction, the bridge facility and transactions being entered into or otherwise contemplated in connection therewith. Additionally, the $1.0 billion tranche of revolving commitments will be available after the consummation of the combination for working capital and other general corporate purposes.

If we utilize the bridge facility, amounts drawn thereunder will bear interest at an annual rate equal to adjusted term SOFR plus a margin which may initially range from 1.125% to 2.000%, depending on our debt rating or leverage ratio, as applicable, as determined in accordance with the commitment letter, which margin will be increased by 0.25% on each of the 90th, 180th and 270th day after the closing of the bridge facility. We will pay commitment fees on the undrawn amount of this commitment ranging from 0.125% to 0.275% if based upon our debt rating or 0.225% to 0.300% if based upon our leverage ratio, as applicable, determined in accordance with the commitment letter.

Cash Flows – Three Months Ended February 29, 2024 and February 28, 2023 ~~and 2022~~

The following summarizes our cash flows for the three months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ as reported in our consolidated statement of cash flows in the accompanying consolidated financial statements.


	Three Months Ended						Three Months Ended
	February 29, 2024					February 29, 2024		February 28, 2023
		Three Months Ended
		February 28, 2023		February 28, 2022

		($ in thousands)
Net cash provided by operating activities		$	103,893	$	45,015
		($ in thousands)
		($ in thousands)
		($ in thousands)
Net cash provided by (used in) operating activities
Net cash used in investing activities	Net cash used in investing activities	(39,597)		(1,610,823)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(34,526)		1,527,353
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	2,797		(1,395)
Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash	$	32,567	$	(39,850)
Cash, cash equivalents and restricted cash at beginning of year	Cash, cash equivalents and restricted cash at beginning of year	157,463		183,010
Cash, cash equivalents and restricted cash at the end of the period	Cash, cash equivalents and restricted cash at the end of the period	$	190,030	$	143,160

Operating Activities

Net cash used in operating activities was $46.9 million for the three months ended February 29, 2024, compared to net cash provided by operating activities ~~was~~of $103.9 million for the three months ended February 28, ~~2023, compared to $45.0 million for the three months ended February 28, 2022.~~2023. The ~~increase in net cash provided by operating activities~~change over the prior year period was primarily due to ~~favorable~~unfavorable changes in working capital ~~partially offset by a~~and the decrease in net ~~income over the prior year period.~~income.

Investing Activities

Net cash used in investing activities for the three months ended February ~~28, 2023~~29, 2024 was ~~$39.6~~$60.6 million, compared to ~~$1,610.8~~$39.6 million for the three months ended February 28, ~~2022.~~2023. The ~~decrease~~increase in net cash used in investing activities over the prior year period primarily related to an increase in capital expenditures as a result of the ~~aggregate~~expanded business due to the Webhelp Combination and payment of deferred cash consideration of ~~$1,564.4~~$4.5 million ~~paid in connection with our acquisition of PK~~related to the Webhelp Combination in the ~~prior year period.~~first quarter of 2024.

Financing Activities

Net cash provided by financing activities for the three months ended February 29, 2024 was $14.4 million, consisting primarily of net borrowings of $197.5 million under our Securitization Facility partially offset by principal payments of $100.0 million made on term loan borrowings under our senior credit facility, share repurchases of $21.7 million, a change in funds held for clients of $37.9 million, and dividends of $20.6 million.

Net cash used in financing activities for the three months ended February 28, 2023 was $34.5 million, consisting primarily of principal payments of $25.0 million made on the Term Loan, share repurchases of $10.0 million and dividends of $14.3 million, partially offset by net proceeds of $20.5 million from borrowings under the Securitization ~~Facility.~~Facility

~~Net~~

Free Cash Flow and Adjusted Free Cash Flow (non-GAAP measures)


	Three Months Ended
	February 29, 2024		February 28, 2023

	($ in thousands)
Net cash provided by (used in) operating activities	$	(46,870)	$	103,893
Purchases of property and equipment	(56,059)		(39,597)
Free cash flow (a non-GAAP measure)	$	(102,929)	$	64,296
Change in outstanding factoring balances	21,624		—
Adjusted free cash flow (a non-GAAP measure)	$	(81,305)	$	64,296

Our free cash ~~provided by financing activities~~flow was a use of cash of $102.9 million for the three months ended February ~~28, 2022 was $1,527.4 million, consisting primarily~~29, 2024 compared to generation of ~~net proceeds from the refinancing~~cash of the Term Loan of $1,400.0 million and net proceeds from the Securitization Facility of $149.0 million, partially offset by cash paid for debt issuance costs of $8.9 million and dividends of $13.1 million.

~~We believe our current cash balances and credit availability are enough to support our operating activities for at least the next twelve months.~~

~~Free Cash Flow (a non-GAAP measure)~~

Three Months Ended
February 28, 2023 February 28, 2022
($ in thousands)
Net cash provided by operating activities $ 103,893 $ 45,015
Purchases of property and equipment (39,597) (45,393)
Free cash flow (a non-GAAP measure) $ 64,296 $ (378)

~~Our free cash flow was~~ $64.3 million for the three months ended February 28, ~~2023 compared to a use of cash of $0.4 million for the three months ended February 28, 2022.~~2023. The ~~increase~~decrease in free cash flow for the three months ended February ~~28, 2023~~29, 2024 compared to the prior year period was due to the ~~increase~~decrease in cash provided by operating activities and an increase in capital expenditures resulting from the Webhelp Combination.

Our adjusted free cash flow was a use of cash of $81.3 million for the three months ended February 29, 2024 compared to generation of cash of $64.3 million for the three months ended February 28, 2023. The decrease in adjusted free cash flow for the three months ended February 29, 2024 compared to the prior year period was due to a decrease in ~~capital expenditures.~~free cash flow offset by the change in outstanding factoring balances of $21.6 million.

Capital Resources

As of February ~~28, 2023,~~29, 2024, we had total liquidity of ~~$1,301.4~~$1,451.3 million, which includes undrawn ~~Revolver~~ capacity on our revolving credit facility of ~~$1,000.0~~$1,042.5 million, ~~under our Credit Facility,~~ undrawn capacity of ~~$123.0~~$174.0 million under our Securitization Facility and cash and cash equivalents.

Our cash and cash equivalents totaled ~~$178.4~~$234.8 million and ~~$145.4~~$295.3 million as of February ~~28, 2023~~29, 2024 and November 30, ~~2022,~~2023, respectively. Of our total cash and cash equivalents, ~~97%~~98% and 99% were held by our non-U.S. legal entities as of ~~both~~ February ~~28, 2023~~29, 2024 and November 30, ~~2022.~~2023, respectively. The cash and cash equivalents held by our non-U.S. legal entities are no longer subject to U.S. federal tax on repatriation into the United States; repatriation of some non-U.S. balances is restricted by local laws. Historically, we have fully utilized and reinvested all non-U.S. cash to fund our international operations and expansions; however, ~~the Company has~~we have recorded deferred tax liabilities related to non-U.S. withholding taxes on the earnings of certain previously acquired non-U.S. entities that are likely to be repatriated in the future. If in the future our intentions change, and we repatriate the cash back to the United States, we will report in our consolidated financial statements the impact of the state and withholding taxes depending upon the planned timing and manner of such repatriation. Presently, we believe we have sufficient resources, cash flow and liquidity within the United States to fund current and expected future working capital, investment and other general corporate funding requirements.

We believe that our available cash and cash equivalents balances, the cash flows expected to be generated from operations, and our sources of liquidity will be sufficient to satisfy our current and planned working capital and investment needs for the next twelve months. We also believe that our longer-term working capital, planned capital expenditures, and other general corporate funding requirements will be satisfied through cash flows from operations and, to the extent necessary, from our borrowing facilities and future financing activities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

We are and will be exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from changes in market rates and prices. Our risk management strategy includes managing these risks through our regular operating and financing activities and, when appropriate, through the use of derivative financial instruments. We utilize derivative financial instruments to hedge economic exposures, as well as reduce earnings and cash flow volatility resulting from shifts in market rates. In using derivative financial instruments to hedge our exposures to changes in exchange rates, we expose ourselves to counterparty credit risk. We manage our exposure to counterparty credit risk by entering into derivative financial instruments with investment grade-rated institutions that can be expected to perform fully under the terms of the agreements and by diversifying the financial institutions with which we enter into such agreements. There can be no guarantee that the risk management activities that we have entered into will be sufficient to fully offset market risk or reduce earnings and cash flow volatility resulting from shifts in market rates. See Note 6 of the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional discussion of our financial risk management.

Foreign Currency Risk

While approximately ~~69%~~50% of our revenue is priced in U.S. dollars, we recognize a substantial amount of revenue under contracts that are denominated in euros, British pounds, ~~Australian dollars~~Japanese yen, and ~~Japanese yen,~~Brazilian real, among other currencies. A significant increase in the value of the U.S. dollar relative to these currencies may have a material adverse effect on the value of those services when translated into U.S. dollars.

We serve many of our U.S.-based, European and British clients from our CX delivery centers located around the world. As a result, a substantial portion of the costs to deliver these services are denominated in the local currency of the country where the services are performed. This creates foreign exchange exposure for us. As of February ~~28, 2023,~~29, 2024, we have hedged a portion of our exposure related to the anticipated cash flow requirements denominated in certain foreign currencies by entering into hedging contracts with institutions to acquire a total of PHP ~~42,180.0~~41,580.0 million at a fixed price of ~~$759.4~~$736.7 million at various dates through February ~~2025;~~2026; and INR ~~22,840.0~~23,010.0 million at a fixed price of ~~$276.1~~$270.7 million at various dates through February ~~2025.~~2026. The fair value of these derivative instruments as of February ~~28, 2023~~29, 2024 is presented in Note 7 of the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. The potential loss in fair value at February ~~28, 2023~~29, 2024 for such contracts resulting from a hypothetical 10% adverse change in the underlying foreign currency exchange rates is approximately ~~$102.7~~$101.3 million. This loss would be substantially mitigated by corresponding gains on the underlying foreign currency exposures.

Other foreign currency exposures arise from transactions denominated in a currency other than the functional currency. We periodically enter into hedging contracts that are not denominated as hedges. The purpose of these derivative instruments is to mitigate the risk of foreign currency exposure related to receivables, payables, and intercompany transactions that are denominated in currencies that are different from the functional currencies of our respective legal entities that are party to the transactions. As of February ~~28, 2023,~~29, 2024, the fair value of these derivatives not designated as hedges was a net receivable of ~~$5.7~~$1.0 million.

Interest Rate Risk

At February ~~28, 2023, all of~~29, 2024, our outstanding debt under our Restated Credit Facility and our Securitization Facility is variable rate debt, which exposes the Company to changes in interest rates. Holding other variables constant, including the total amount of outstanding indebtedness, a one hundred basis point increase in interest rates on our variable-rate debt would cause an estimated increase in interest expense of approximately ~~$22.3~~$21.8 million per year.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Based on the evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15(b) or 15d-15(b) under the Exchange Act, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by Concentrix in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

~~There~~We acquired Webhelp in the fourth quarter of fiscal year 2023. We are currently in the process of evaluating and integrating the acquired operations, processes, and internal controls. See Note 3 of the consolidated financial statements included in this report for additional information on this acquisition.

Except for this acquisition, there were no changes in our internal control over financial reporting that occurred during our first fiscal quarter of fiscal year ~~2023~~2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in legal proceedings in the ordinary course of business. We do not believe that these proceedings will have a material adverse effect on the results of our operations, our financial position, or the cash flows of our business. During the three months ended February ~~28, 2023,~~29, 2024, there were no new material legal proceedings and no material developments in any legal proceedings reported in our Annual Report on Form 10-K for the fiscal year ended November 30, ~~2022.~~

2023.

ITEM 1A. RISK FACTORS

You should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, and financial condition set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended November 30, ~~2022.~~2023. There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, ~~2022.~~2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In September 2021, our board of directors authorized the Company to purchase up to $500 million of the Company’s outstanding shares of common stock from time to time as market and business conditions warrant, including through open market purchases or Rule 10b5-1 trading plans. The repurchase program has no termination date and may be suspended or discontinued at any time.

The following table summarizes the Company’s purchases of common stock under the share repurchase program during the fiscal quarter ended February ~~28, 2023:~~29, 2024:

Period
Total number of shares
purchased (1), (2)
Average price paid
per share Total number of shares purchased as
part of publicly announced program Maximum dollar amount that may yet be
purchased under the program (in thousands)
December 1, 2022 - December 31, 2022 6,668 $ 122.90 — $ 354,085
January 1, 2023 - January 31, 2023 58,709 $ 141.77 47,596 $ 347,417
February 1, 2023 - February 28, 2023 63,800 $ 145.81 23,744 $ 344,083
Total 129,177 $ 141.21 71,340


Period	Total number of shares purchased (1), (2)	Average price paid per share		Total number of shares purchased as part of publicly announced program	Maximum dollar amount that may yet be purchased under the program (in thousands)
December 1, 2024 - December 30, 2024	72,720	$	96.00	65,995	$	283,780
January 1, 2024 - January 31, 2024	88,483	$	95.19	73,678	$	276,721
February 1, 2024 - February 29, 2024	98,766	$	84.90	97,432	$	268,452
Total	259,969	$	91.51	237,105

(1) Includes shares withheld upon the vesting of certain equity awards to satisfy tax withholding obligations.

(2) Includes shares repurchased as part of the Company’s share repurchase program initiated in September of 2021.

ITEM 5. OTHER INFORMATION

During the three months ended February 29, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except for as described below:

Name and Title

Action Taken

(Date of Action)

Type of Trading Arrangement

Nature of Trading Arrangement

Aggregate Number of Securities to be Purchased or Sold

Duration of Trading Arrangement

Cormac Twomey

Executive Vice President, Customer Success

Adoption (January 29, 2024)

Rule 10b5-1 trading arrangement

Sales

Up to 6,544 shares of common stock(1)

April 4, 2025(2)

(1) Represents the aggregate number of securities designated for sale under the 10b5-1 trading arrangement prior to the reduction of shares related to tax withholding upon vesting of certain individual’s equity awards.

(2) This trading arrangement terminates on the earlier of (a) the execution or expiration of all trades or trading orders, (b) notice of termination, or (c) the date listed in the table.

ITEM 6. EXHIBITS


Exhibit No.						Exhibit Description

2.1						Share Purchase and Contribution Agreement, ~~and Plan of Merger~~ dated ~~as of November 19, 2021~~June 12, 2023, by and among Concentrix Corporation, ~~CNXC Merger Sub, Inc.~~OSYRIS S.à r.l., ~~ProKarma Holdings Inc.~~Marnix Lux SA, the other beneficiaries party thereto, and ~~Carlyle Partners VI Holdings, L.P.~~Sandrine Asseraf as the PoA Seller Representative (incorporated by reference to Exhibit ~~2.1~~10.1 to the Company’s Current Report on Form 8-K filed on ~~November 24, 2021)~~June 12, 2023).*

2.2						First Amendment to Share Purchase and Contribution Agreement, ~~and Plan of Merger,~~ dated ~~as of December 20, 2021,~~July 14, 2023, by and among Concentrix Corporation, ~~CNXC Merger Sub, Inc.~~OSYRIS S.à r.l., ~~ProKarma Holdings Inc.~~Marnix Lux SA, Sandrine Asseraf as the PoA Seller Representative, Priscilla Maters, as the representative of the GBL Sellers and ~~Carlyle Partners VI Holdings, L.P.~~Frédéric Jousset, and Sapiens, as the representative of the Non-PoA Sellers (incorporated by reference to Exhibit ~~2.1~~10.1 to the Company’s Current Report on Form 8-K filed on ~~December 23, 2021)~~July 17, 2023).*

3.1						Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 2, 2020).

3.2						Amended and Restated Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed on January 28, 2022).

~~10.1~~						Put Option Agreement, dated as of March 29, 2023, by and among Concentrix Corporation, OSYRIS S.à r.l., Marnix Lux SA, the other beneficiaries party thereto, and Sandrine Asseraf as the PoA Seller Representative, including the form of Stock Purchase and Contribution Agreement set forth as Schedule 3 thereto and the form of Sellers’ Note set forth as Schedule 7 thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 31, 2023).*

~~10.2~~						Investor Rights Agreement, dated as of March 29, 2023, by and among Concentrix Corporation and the initial stockholders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 31, 2023).*

~~10.3~~						Commitment Letter, dated as of March 29, 2023, by and between Concentrix Corporation and JPMorgan Chase Bank, N.A (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 31, 2023).

~~99.1~~						Voting and Support Agreement, dated March 29, 2023, by and among Concentrix Corporation, Marnix Lux SA, and certain stockholders of Concentrix Corporation (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on March 31, 2023).

31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document


101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Concentrix Corporation hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: April ~~7, 2023~~5, 2024	CONCENTRIX CORPORATION



	By:	/s/ Christopher Caldwell
		Christopher Caldwell
		President and Chief Executive Officer



	By:	/s/ Andre Valentine
		Andre Valentine
		Chief Financial Officer

4746