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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q
_______________________
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____________to______________
Commission File Number: 001-40482
_______________________
TaskUs, Inc.
(Exact name of registrant as specified in its charter)
_______________________
Delaware83-1586636
State or other jurisdiction of
incorporation or organization
I.R.S. Employer
Identification No.
1650 Independence Drive, Suite 100
New Braunfels, Texas
78132
Address of principal executive officesZip Code
(888) 400-8275
Registrant’s telephone number, including area code
N/A
Former name, former address and former fiscal year, if changed since last report
_______________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01 per shareTASKThe 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 x No o
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 x No o
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 fileroAccelerated filero
 
Non-accelerated filerxSmaller reporting companyo
 
Emerging growth companyx
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of May 5, 2022, the number of shares outstanding of the registrant’s common stock was as follows: Class A common stock, par value $0.01 per share: 27,723,772; Class B common stock, par value $0.01 per share: 70,032,694.


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TASKUS, INC.
Quarterly Report on Form 10-Q
For Quarterly Period Ended March 31, 2022
Table of Contents
Page No.


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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains 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”), which involve certain known and unknown risks and uncertainties. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Our actual results or outcomes may differ materially from those anticipated. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We assume no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Our actual results may differ significantly from any results expressed or implied by any forward-looking statements. A summary of the principal risk factors that might cause our actual results to differ from our forward-looking statements is set forth below. The following is only a summary of the principal risks that may materially adversely affect our business, financial condition and results of operations. This summary should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 (our "Annual Report") as filed with the Securities and Exchange Commission (the “SEC”), as such risk factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Such risks and uncertainties include, but are not limited to, the following:
our business is dependent on key clients, and the loss of a key client could have an adverse effect on our business and results of operations;
our contracts are typically one to three years in length with automatic renewal provisions, but certain contracts may provide for termination at the client's convenience with advance notice and may or may not include penalties or required payments in the event the termination right is exercised. Our clients may terminate contracts before completion or choose not to renew contracts, and our clients may be unable or unwilling to pay for services we performed. A loss of business or non-payment from significant clients could materially affect our results of operations;
we may fail to cost-effectively acquire new, high-growth clients, which would adversely affect our business, financial condition and results of operations;
if we provide inadequate service or cause disruptions in our clients’ businesses or fail to comply with the quality standards required by our clients under our agreements, it could result in significant costs to us, the loss of our clients and damage to our corporate reputation;
unauthorized or improper disclosure of personal or other sensitive information, or security breaches and incidents, whether inadvertent or purposeful, including as the result of a cyber-attack, could result in liability and harm our reputation, each of which could adversely affect our business, financial condition, results of operations and prospects;
content security, including content monitoring and moderation services, is a large portion of our business. The long term impacts on the mental health and well-being of our employees doing this work are unknown. This work may lead to stress disorders and may create liabilities for us. This work is also subject to significant press and regulatory scrutiny. As a result, we may be subject to negative publicity or liability, or face difficulties retaining and recruiting employees, any of which could have an adverse effect on our reputation, business, financial condition and results of operations;
our failure to detect and deter criminal or fraudulent activities or other misconduct by our employees, or third parties such as contractors and consultants that may have access to our data, could result in loss of trust from our clients and negative publicity, which would have an adverse effect on our business and results of operations;
global economic and political conditions, especially in the social media and meal delivery and transport industries from which we generate significant revenue, could adversely affect our business, results of operations, financial condition and prospects;
our business is heavily dependent upon our international operations, particularly in the Philippines and India, and any disruption to those operations would adversely affect us;
our business is subject to a variety of U.S. federal and state, as well as international laws and regulations, including those regarding privacy and data security, and we or our clients may be subject to regulations related to the processing of
1

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certain types of sensitive and confidential information; any failure to comply with applicable privacy and data security laws and regulations could harm our business, results of operations and financial condition;
our business depends in part on our capacity to invest in technology as it develops, and substantial increases in the costs of technology and telecommunications services or our inability to attract and retain the necessary technologists could have a material adverse effect on our business, financial condition, results of operations and prospects;
our results of operations and ability to grow could be materially affected if we cannot adapt our services and solutions to changes in technology and client expectations;
fluctuations against the U.S. dollar in the local currencies in the countries in which we operate could have a material effect on our results of operations;
our business depends on a strong brand and corporate reputation, and if we are not able to maintain and enhance our brand, our ability to expand our client base will be impaired and our business and operating results will be adversely affected;
competitive pricing pressure may reduce our revenue or gross profits and adversely affect our financial results;
the success of our business depends on our senior management and key employees;
the ongoing COVID-19 pandemic, including the resulting global economic uncertainty and measures taken in response to the pandemic, has adversely impacted our business, financial condition and results of operations;
affiliates of Blackstone Inc. and our Co-Founders Bryce Maddock and Jaspar Weir control us and their interests may conflict with ours or yours in the future;
the dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our common stock prior to the completion of our June 2021 initial public offering ("IPO"), and it may depress the trading price of our Class A common stock; and
the market price of shares of our Class A common stock has been, and may continue to be, volatile and may decline regardless of our operating performance, which could cause the value of your investment to decline.
We urge you to carefully consider the foregoing summary together with the risks discussed under “Risk Factors” in the Annual Report and in Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report.
WEBSITE AND SOCIAL MEDIA DISCLOSURE
We use our website and our social media outlets, such as Facebook, Instagram, YouTube, LinkedIn, and Twitter as channels of distribution of Company information. The information we post through these channels may be deemed material. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at ir.taskus.com, its Facebook page at facebook.com/TaskUs/, its Instagram page at instagram.com/taskus/, its LinkedIn page at linkedin.com/company/taskus/, its YouTube account at youtube.com/c/Taskus/, and its Twitter account at twitter.com/taskus. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section of our investor relations website at ir.taskus.com. The contents of our website and social media channels are not, however, a part of this Quarterly Report.
2

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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
TASKUS, INC.
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share data)
AssetsMarch 31,
2022
December 31,
2021
Current assets:
Cash$77,074 $63,584 
Accounts receivable, net of allowance for doubtful accounts of $2,298 and $1,819, as of March 31, 2022 and December 31, 2021, respectively
172,391 162,895 
Other receivables669 597 
Prepaid expenses12,498 10,939 
Income tax receivable160 3,863 
Other current assets5,218 4,428 
Total current assets268,010 246,306 
Noncurrent assets:
Property and equipment, net87,639 80,046 
Deferred tax assets1,442 1,441 
Intangibles216,737 221,448 
Goodwill195,735 195,735 
Other noncurrent assets5,202 5,022 
Total noncurrent assets506,755 503,692 
Total assets$774,765 $749,998 
Liabilities and Shareholders’ Equity
Liabilities:
Current liabilities:
Accounts payable and accrued liabilities$39,774 $40,890 
Accrued payroll and employee-related liabilities34,716 36,670 
Current portion of debt52,447 51,135 
Current portion of income tax payable3,348 2,416 
Deferred revenue4,873 4,095 
Deferred rent481 735 
Total current liabilities135,639 135,941 
Noncurrent liabilities:
Income tax payable2,886 2,886 
Long-term debt183,441 187,240 
Deferred rent3,386 2,749 
Accrued payroll and employee-related liabilities2,078 1,813 
Deferred tax liabilities40,235 40,235 
Total noncurrent liabilities232,026 234,923 
Total liabilities367,665 370,864 
Commitments and Contingencies (See Note 8)
Shareholders’ equity:
Class A Common stock, $0.01 par value. Authorized 2,500,000,000; 27,523,669 and 27,431,264 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively
275 275 
Class B Convertible Common stock, $0.01 par value. Authorized 250,000,000; 70,032,694 shares issued and outstanding as of March 31, 2022 and December 31, 2021
700 700 
Additional paid-in capital574,554 556,418 
Accumulated deficit(164,510)(176,096)
Accumulated other comprehensive loss(3,919)(2,163)
Total shareholders’ equity407,100 379,134 
Total liabilities and shareholders’ equity$774,765 $749,998 
See accompanying notes to unaudited condensed consolidated financial statements.
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TASKUS, INC.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
Three months ended March 31,
20222021
Service revenue$239,680 $152,871 
Operating expenses:
Cost of services141,282 88,030 
Selling, general, and administrative expense64,247 31,498 
Depreciation8,901 6,203 
Amortization of intangible assets4,711 4,712 
Loss (gain) on disposal of assets(15)27 
Total operating expenses219,126 130,470 
Operating income20,554 22,401 
Other expense1,053 754 
Financing expenses1,602 1,581 
Income before income taxes17,899 20,066 
Provision for income taxes6,313 3,559 
Net income$11,586 $16,507 
Net income per common share:
Basic$0.12 $0.18 
Diluted$0.11 $0.18 
Weighted-average number of common shares outstanding:
Basic97,481,412 91,737,020 
Diluted104,122,026 91,737,020 
See accompanying notes to unaudited condensed consolidated financial statements.
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TASKUS, INC.
Unaudited Condensed Consolidated Statements of Comprehensive Income
(in thousands)
Three months ended March 31,
20222021
Net income$11,586 $16,507 
Retirement benefit reserves9 (5)
Foreign currency translation adjustments(1,765)(850)
Comprehensive income$9,830 $15,652 
See accompanying notes to unaudited condensed consolidated financial statements.
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TASKUS, INC.
Unaudited Condensed Consolidated Statements of Shareholders’ Equity
(in thousands, except share data)
Capital stock and additional paid-in capitalAccumulated
deficit
Accumulated
other
comprehensive
income
Total
shareholders’
equity
Class A Common stockClass B Common stockAdditional
paid-in
capital
SharesAmountSharesAmount
Balance as of December 31, 2020
 $ 91,737,020 $917 $398,202 $(67,398)$3,416 $335,137 
Net income— — — — — 16,507 — 16,507 
Other comprehensive loss— — — — — — (855)(855)
Balance as of March 31, 2021
$ 91,737,020 $917 $398,202 $(50,891)$2,561 $350,789 
Capital stock and additional paid-in capitalAccumulated
deficit
Accumulated
other
comprehensive
loss
Total
shareholders’
equity
Class A Common stockClass B Common stockAdditional
paid-in
capital
SharesAmountSharesAmount
Balance as of December 31, 2021
27,431,264 $275 70,032,694 $700 $556,418 $(176,096)$(2,163)$379,134 
Issuance of common stock for settlement of RSUs137,794 1 — — (1)— —  
Shares withheld related to net share settlement(45,389)(1)— — (1,468)— — (1,469)
Stock-based compensation expense— — — — 19,605 — — 19,605 
Net income— — — — — 11,586 — 11,586 
Other comprehensive loss— — — — — — (1,756)(1,756)
Balance as of March 31, 2022
27,523,669 $275 70,032,694 $700 $574,554 $(164,510)$(3,919)$407,100 
See accompanying notes to unaudited condensed consolidated financial statements.
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TASKUS, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
Three months ended March 31,
20222021
Cash flows from operating activities:
Net income$11,586 $16,507 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation8,901 6,203 
Amortization of intangibles4,711 4,712 
Amortization of debt financing fees139 114 
Loss (gain) on disposal of assets(15)27 
Provision for losses on accounts receivable479 231 
Unrealized foreign exchange losses on forward contracts759 1,820 
Deferred taxes(19) 
Stock-based compensation expense19,605  
Changes in operating assets and liabilities:
Accounts receivable(9,979)(6,106)
Other receivables, prepaid expenses, and other current assets(2,478)1,558 
Other noncurrent assets(223)(297)
Accounts payable and accrued liabilities(1,071)471 
Accrued payroll and employee-related liabilities(1,392)8,755 
Income tax payable4,686 5,037 
Deferred revenue779 666 
Deferred rent422 224 
Net cash provided by operating activities36,890 39,922 
Cash flows from investing activities:
Purchase of property and equipment(17,770)(10,127)
Net cash used in investing activities(17,770)(10,127)
Cash flows from financing activities:
Payments on long-term debt(2,625)(1,313)
Payments for taxes related to net share settlement(1,469) 
Net cash used in financing activities(4,094)(1,313)
Increase in cash and cash equivalents15,026 28,482 
Effect of exchange rate changes on cash(1,536)(717)
Cash and cash equivalents at beginning of period63,584 107,728 
Cash and cash equivalents at end of period$77,074 $135,493 
See accompanying notes to unaudited condensed consolidated financial statements.
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TASKUS, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
1. Description of Business and Organization
TaskUs, Inc. (“TaskUs” and, together with its subsidiaries, the “Company,” “we,” “us” or “our”) was formed by investment funds affiliated with Blackstone Inc. (“Blackstone”) as a vehicle for the acquisition of TaskUs Holdings, Inc. (“TaskUs Holdings”) on October 1, 2018 (the “Blackstone Acquisition”). Prior to the Blackstone Acquisition, TaskUs had no operations and TaskUs Holdings operated as a standalone entity. TaskUs, Inc. was incorporated in Delaware in July 2018, and is headquartered in New Braunfels, Texas.
The Company provides digital outsourced services, focused on serving high-growth technology companies to represent, protect and grow their brands. The Company's global, omni-channel delivery model is focused on Digital Customer Experience, Content Security and Artificial Intelligence (AI) Services (formerly known as AI Operations). The Company has designed its platform to enable it to rapidly scale and benefit from its clients’ growth. Through its agile and responsive operational model, the Company delivers services from multiple delivery sites that span globally from the United States, Philippines, and other parts of the world.
The Company’s major service offerings are described in more detail below:
Digital Customer Experience: Principally consists of omni-channel customer care services primarily delivered through digital (non-voice) channels.
Content Security: Principally consists of review and disposition of user and advertiser generated content for purposes which include removal or labeling of policy violating, offensive or misleading content.
AI Services: Principally consists of data labeling, annotation and transcription services performed for the purpose of training and tuning AI algorithms through the process of machine learning.
2. Summary of Significant Accounting Policies
(a) Basis of Presentation
The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Our Annual Report on Form 10-K for the year ended December 31, 2021 (the "Annual Report"), as filed with the Securities and Exchange Commission (the “SEC”), includes a discussion of the significant accounting policies used in the preparation of our consolidated financial statements. There were no material changes to our significant accounting policies during the three months ended March 31, 2022.
These unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with US GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Annual Report. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2022 and its results of operations, comprehensive income (loss) and shareholders’ equity for the three months ended March 31, 2022 and 2021, and cash flows for the three months ended March 31, 2022 and 2021. The condensed consolidated balance sheet as of December 31, 2021, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.
In connection with the Company’s June 2021 initial public offering (“IPO”), on June 10, 2021, the Company amended and restated its certificate of incorporation to effect a ten-for-one forward stock split of its outstanding common stock and authorized two classes of ownership interests. The accompanying financial statements and related notes to the financial statements give retroactive effect to the stock split for all periods presented.
(b) Use of Estimates
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the determination of useful lives and impairment of fixed assets; allowances for doubtful accounts and other receivables; the valuation of deferred tax assets; valuation of foreign currency exchange rate forward contracts; valuation of
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stock-based compensation; valuation and impairment of intangibles and goodwill and reserves for income tax uncertainties and other contingencies.
As of March 31, 2022, the impact of the novel coronavirus (“COVID-19”) pandemic, including as a result of new strains and variants of the virus and uncertainty of acceptance of vaccines and their effectiveness, continues to unfold. As a result, many of our estimates and assumptions required increased judgement and carry a higher degree of variability and volatility. We continue to closely monitor the outbreak and the impact on our operations and liquidity. As events continue to evolve and additional information becomes available, our estimates may change materially in the future.
(c) Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has no involvement with variable interest entities.
(d) Concentration Risk
Most of the Company’s clients are located in the United States. Clients outside of the United States are concentrated in Europe and Canada.
For the three months ended March 31, 2022 and 2021, the following clients represented greater than 10% of the Company’s service revenue:
ClientService revenue percentage
Three months ended March 31,
20222021
A24 %29 %
B10 %11 %
As of March 31, 2022 and December 31, 2021, the following clients represented greater than 10% of the Company’s accounts receivable:
Accounts receivable percentage
ClientMarch 31, 2022December 31, 2021
A18 %22 %
BLess than 10%12 %
C12 %Less than 10%
The Company’s principal operations, including the majority of its employees and the fixed assets owned by its wholly owned subsidiaries, are located in the Philippines.
(e) Recent Accounting Pronouncements
The Company currently qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Accordingly, the Company is provided the option to adopt new or revised accounting guidance either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. The Company has elected to adopt new or revised accounting guidance within the same time period as private companies.
Recently issued accounting pronouncements
In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") ASU 2016-02, Leases (Topic 842), which supersedes FASB Accounting Standards Codification ("ASC"), Leases (Topic 840). The standard is intended to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In June 2020, the FASB postponed the effective date for ASC 842 for private companies. This ASU will be effective for the Company beginning in fiscal year 2022, with early adoption permitted. The Company plans to adopt this standard during 2022, using the modified retrospective method and the effective date as the date of initial application. The Company currently expects to recognize right-of-use assets and lease liabilities of approximately $43 million to $51 million to the consolidated balance sheet. The Company expects to elect the "package of practical expedients," which permits the Company not to reassess under ASC842 any prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to apply the short-term lease exception and will therefore recognize a right-of-use asset and lease liability for all leases. The Company does
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not expect adoption of the lease standard to have a material impact on the consolidated statement of operations nor on its consolidated cash flow statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The revised standard relates to measurement of credit losses on financial instruments, and requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The guidance replaces the incurred loss model with an expected loss model referred to as current expected credit loss ("CECL"). The CECL model requires us to measure lifetime expected credit losses for financial instruments held at the reporting date using historical experience, current conditions and reasonable supportable forecasts. The guidance expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating credit losses and requires new disclosures of the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. This ASU will be effective for the Company beginning in fiscal year 2023 with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2016-13 on the Company’s consolidated financial statements.
3. Revenue
Disaggregation of Revenue
The Company's revenues are derived from contracts with customers related to business outsourcing services that it provides. The following table presents the breakdown of the Company’s revenues by service offering:
Three months ended March 31,
(in thousands)20222021
Digital Customer Experience$159,731 $99,711 
Content Security45,852 36,127 
AI Services34,097 17,033 
Service revenue$239,680 $152,871 
The majority of the Company’s revenues are derived from contracts with customers who are located in the United States. However, the Company delivers its services from geographies outside of the United States. The following table presents the breakdown of the Company’s revenues by geographical location, based on where the services are provided from:
Three months ended March 31,
(in thousands)20222021
Philippines$120,080 $84,578 
United States79,131 50,757 
Rest of World40,469 17,536 
Service revenue$239,680 $152,871 
Contract Balances
Accounts receivable, net of allowance for doubtful accounts includes $89.4 million and $75.5 million of unbilled revenues as of March 31, 2022 and December 31, 2021, respectively.
4. Forward Contracts
The Company transacts business in various foreign currencies and has international sales and expenses denominated in foreign currencies, subjecting the Company to foreign currency exchange rate risk. During 2022 and 2021, the Company entered into foreign currency exchange rate forward contracts, with two commercial banks as the counterparties, with maturities of generally 12 months or less, to reduce the volatility of cash flows primarily related to forecasted costs denominated in Philippine pesos. In addition, the Company utilizes foreign currency exchange rate contracts to mitigate foreign currency exchange rate risk associated with foreign currency-denominated assets and liabilities, primarily intercompany balances. The Company does not use foreign currency exchange rate contracts for trading purposes. The exchange rate forward contracts entered into by the Company are not designated as hedging instruments. Any gains or losses resulting from changes in the fair value of these contracts are recognized in other expense in the consolidated statements of operations. The forward contract payable resulting from changes in fair value was recorded under accounts payable and accrued liabilities.
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The following table presents the Company's settled forward contracts and realized and unrealized losses (gains) associated with our derivative contracts:
Three months ended March 31,
(in thousands)20222021
Total notional amount of settled forward contracts$40,382 $22,800 
Realized losses (gains) from settlement of forward contracts$1,420 $(725)
Unrealized losses on forward contracts$759 $1,820 
The following table presents the Company's outstanding forward contracts:
(in thousands)March 31, 2022December 31, 2021
Total notional amount of outstanding forward contracts$152,980 $127,200 
By entering into derivative contracts, the Company is exposed to counterparty credit risk, or the failure of the counterparty to perform under the terms of the derivative contract. For the periods presented, the non-performance risk of the Company and the counterparties did not have a material impact on the fair value of the derivative instruments.
The Company has implemented the fair value accounting standard for those assets and liabilities that are re-measured and reported at fair value at each reporting period. This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value based on inputs used, and requires additional disclosures about fair value measurements. This standard applies to fair value measurements already required or permitted by existing standards.
In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset and include situations where there is little, if any, market activity for the asset.
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value:
Fair value measurements using
(in thousands)March 31,
2022
Level 1
inputs
Level 2
inputs
Level 3
inputs
Forward contracts payable$3,552 $ $3,552 $ 
Fair value measurements using
(in thousands)December 31,
2021
Level 1
inputs
Level 2
inputs
Level 3
inputs
Forward contracts payable$2,793 $ $2,793 $ 
The Company’s derivatives are carried at fair value using various pricing models that incorporate observable market inputs, such as interest rate yield curves and currency rates, which are Level 2 inputs. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by the counterparty or by the Company.
5. Property and Equipment, net
The components of property and equipment, net as of March 31, 2022 and December 31, 2021 were as follows:
(in thousands)March 31,
2022
December 31,
2021
Leasehold improvements$43,678 $38,024 
Technology and computers90,463 81,679 
Furniture and fixtures5,214 4,814 
Construction in process11,479 10,892 
Other property and equipment8,585 8,405 
Property and equipment, gross159,419 143,814 
Accumulated depreciation(71,780)(63,768)
Property and equipment, net$87,639 $80,046 
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The Company’s principal operations are in the Philippines where the majority of property and equipment resides under its wholly owned subsidiaries. The table below presents the Company’s total property and equipment by geographic location as of March 31, 2022 and December 31, 2021:
(in thousands)March 31,
2022
December 31,
2021
Philippines$50,223 $49,825 
United States11,427 10,273 
Rest of World25,989 19,948 
Property and equipment, net$87,639 $80,046 
6. Goodwill and Intangibles
The carrying amount of goodwill as of March 31, 2022 and December 31, 2021 was $195.7 million.
The components of intangible assets as of March 31, 2022 and December 31, 2021 were as follows:
March 31, 2022December 31, 2021
(in thousands)Life
(Years)
Intangibles,
Gross
Accumulated
Amortization
Intangibles,
Net
Intangibles,
Gross
Accumulated
Amortization
Intangibles,
Net
Customer relationships15$240,800 $(56,188)$184,612 $240,800 $(52,175)$188,625 
Trade name1541,900 (9,775)32,125 41,900 (9,077)32,823 
Total$282,700 $(65,963)$216,737 $282,700 $(61,252)$221,448 
7. Long-Term Debt
The balances of current and non-current portions of debt consist of the following as of March 31, 2022 and December 31, 2021:
March 31, 2022December 31, 2021
(in thousands)CurrentNoncurrentTotalCurrentNoncurrentTotal
Term Loan$13,125 $184,275 $197,400 $11,813 $188,212 $200,025 
Revolver39,878  39,878 39,878  39,878 
Less: Debt financing fees(556)(834)(1,390)(556)(972)(1,528)
Total$52,447 $183,441 $235,888 $51,135 $187,240 $238,375 
2019 Credit Agreement
On September 25, 2019, the Company entered into a credit agreement (the “2019 Credit Agreement”) that included a $210.0 million term loan (the “Term Loan Facility”) and a $40.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “2019 Credit Facilities”). On April 30, 2021, the Company entered into Amendment No. 1 to its 2019 Credit Agreement with the existing lenders providing for $50.0 million incremental revolving credit commitments on the same terms as our existing revolving credit facility.
Principal payments on the Term Loan Facility are due quarterly in arrears equal to installments in an aggregate annual amount equal to (i) 1.0% per annum of the original principal amount in the first year, (ii) 2.5% per annum of the original principal amount in the second year, (iii) 5.0% per annum of the original principal amount in the third year, (iv) 7.5% per annum of the original principal amount in the fourth year and (v) 10.0% per annum of the original principal amount in the fifth year, with the remaining principal due in a lump sum at the maturity date of September 25, 2024. The interest rate in effect with respect to the Term Loan Facility as of March 31, 2022 was 2.707% per annum.
The Revolving Credit Facility provides the Company with access to a $15.0 million letter of credit facility and a $5.0 million swing line facility, each of which, to the extent used, reduces borrowing availability under the Revolving Credit Facility. The Revolving Credit Facility expires on September 25, 2024, and requires a commitment fee of 0.4% on undrawn commitments paid quarterly in arrears. As of March 31, 2022, the interest rate in effect was 2.707% on outstanding borrowings under the Revolving Credit Facility. As of March 31, 2022, the Company had $50.1 million of borrowing availability under the Revolving Credit Facility.
The 2019 Credit Agreement contains certain restrictive financial covenants and also limits additional borrowings, capital expenditures, and distributions. The Company was in compliance with these covenants as of March 31, 2022. Substantially all
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assets of the Company's direct wholly owned subsidiary TU Midco, Inc. and its material domestic subsidiaries are pledged as collateral under this agreement, subject to certain customary exceptions.
8. Commitments and Contingencies
We are subject to various legal proceedings, claims, and litigation arising in the ordinary course of business. Although the outcomes of such matters cannot be predicted with certainty, we believe that resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, operating results, cash flows, or financial condition.
On February 23, 2022, a purported class action lawsuit captioned Lozada v. TaskUs, Inc. et al., No. 22-cv-1479-JPC, was filed in the United States District Court for the Southern District of New York against the Company, our Chief Executive Officer, our President, and our Chief Financial Officer. The complaint alleges that the registration statement filed in connection with the Company’s IPO and the Company’s second and third quarter 2021 earnings calls contained materially false and misleading information in violation of the federal securities laws. The complaint seeks unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, as well as equitable relief. We believe that the lawsuit is without merit and intend to defend the lawsuit vigorously. We cannot predict at this point the length of time that this action will be ongoing or the liability, if any, which may arise therefrom.
9. Employee Compensation
During the three months ended March 31, 2022, we granted 314,998 restricted stock units (the “RSUs”) under the 2021 Omnibus Incentive Plan (the “2021 Plan”) with a weighted-average grant date fair value of $33.29. The majority of the RSUs vest ratably over a four-year period, subject to continued service.
During the three months ended March 31, 2022, we granted 153,398 options under the 2021 Plan with a weighted-average exercise price of $32.99 and a weighted-average grant-date fair value of $11.58. The majority of the stock options vest ratably over a three to four-year period, subject to continued service.
We recognize stock-based compensation expense for all awards using a graded vesting method. The following table summarizes the components of stock-based compensation expense recognized for the periods presented:
Three months ended March 31,
(in thousands)20222021
Cost of services$703 $ 
Selling, general, and administrative expense18,902  
Total$19,605 $ 
As of March 31, 2022, there was $18.5 million, $87.9 million and $8.6 million of unrecognized compensation expense related to the Company’s unvested stock options, RSUs and performance stock units ("PSUs"), respectively, that is expected to be recognized over a weighted-average period of 1.6 years, 2.0 years and 2.0 years.
10. Income Taxes
In determining its interim provision for income taxes, the Company used an estimated annual effective tax rate, which is based on expected income before taxes, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the period in which they occur and can be a source of variability in the effective tax rate from quarter to quarter.
The Company recorded provision for (benefit from) income taxes of $6.3 million and $3.6 million in the three months ended March 31, 2022 and 2021, respectively. The effective tax rate was 35.3% and 17.7% for the three months ended March 31, 2022 and 2021. The difference between the effective tax rates and the 21% federal statutory rate in the three months ended March 31, 2022 was primarily due to global intangible low-taxed income (“GILTI”) inclusion, Base Erosion and Anti-Abuse Tax ("BEAT"), tax benefits of income tax holidays in foreign jurisdiction, and nondeductible compensation of officers. The difference between the effective tax rate and the 21% federal statutory rate in the three months ended March 31, 2021 was primarily due to GILTI inclusion, foreign-derived intangible income ("FDII") deduction, tax benefits of income tax holidays in foreign jurisdiction and unrecognized tax benefits.
The Company is subject to income tax in the United States federal, state and various foreign jurisdictions. As of March 31, 2022, the tax years 2017 to 2020 are subject to examination by tax authorities.
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The Company’s practice and intention are to indefinitely reinvest the earnings of its non-U.S. subsidiaries. Determination of the amount of any unrecognized deferred income tax liability on the temporary difference is not practicable because of the complexities of the hypothetical calculation.
11. Earnings Per Share
The Company has Class A common stock and Class B common stock outstanding. Because the only difference between the two classes of common stock are related to voting, transfer and conversion rights, the Company has not presented earnings per share under the two-class method, as earnings per share are the same for both Class A common stock and Class B common stock. The accompanying financial statements and related notes to the financial statements give retroactive effect to the stock split for all periods presented. See Note 2(a), "Basis of Presentation" for additional information.
The computation of basic net income (loss) per share (“EPS”) is based on the weighted-average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common stock equivalents. Common stock equivalents consist of shares issuable upon the exercise of stock options and vesting of RSUs and PSUs.
The following table summarizes the computation of basic and diluted EPS for the three months ended March 31, 2022 and 2021:
Three months ended March 31,
(in thousands,except share and per share data)20222021
Numerator:
Net income available to common shareholders$11,586 $16,507 
Denominator:
Weighted-average common shares outstanding – basic97,481,412 91,737,020 
Effect of dilutive securities6,640,614  
Weighted-average common shares outstanding – diluted104,122,026 91,737,020 
Net income per common share:
Basic$0.12 $0.18 
Diluted$0.11 $0.18 
The Company excluded 1,152,816 potential common stock equivalents from the computation of diluted EPS for the three months ended March 31, 2022, because the effect would have been anti-dilutive. As of March 31, 2022, there were 5,292,857 potential common stock equivalents outstanding, with market conditions which were not met at that date, that were excluded from the calculation of diluted EPS.
12. Subsequent Events
Revolver Draw
On April 12, 2022, the Company drew $32.5 million on its Revolving Credit Facility at an effective interest rate of 2.66% to fund cash payments relating to its acquisition of heloo. After the draw, the Company had $17.6 million of borrowing availability under the Revolving Credit Facility.
Acquisition
On April 15, 2022, the Company acquired all of the equity interests of Parsec d.o.o. and Q Experience d.o.o. ("heloo"), a Croatia-based digital customer experience solutions provider to European technology companies supporting 20 languages across seven additional Eastern European countries, including Bosnia, Serbia, and Slovenia. The Company believes this acquisition will be complementary to its growth strategy by expanding its global delivery footprint with a suite of multi-lingual, cost-competitive Digital Customer Experience services. Under the terms of the sale and purchase agreement, the Company acquired heloo in exchange for approximately $24 million in cash, subject to working capital adjustments, plus 200,103 shares of the Company's Class A common stock and up to approximately $24 million in additional consideration with payment contingent upon the satisfaction of certain conditions. The closing cash consideration for the acquisition was funded by the April 12, 2022 draw under the Revolving Credit Facility. The Company also granted 90,030 RSUs to certain employees of heloo. The Company is in the process of finalizing its accounting for this transaction and expects to complete its preliminary allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed by the end of the second quarter of 2022.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”), the financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021 (the Annual Report"), as filed with the Securities and Exchange Commission (the “SEC”) and the information included under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report. In addition to historical data, the following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in our forward-looking statements as a result of various factors, including but not limited to those discussed under “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report and under Part I, Item 1A, “Risk Factors” in the Annual Report.
This Quarterly Report includes certain historical consolidated financial and other data for TaskUs, Inc. (“we,” “us,” “our” or the “Company”). The following discussion provides a narrative of our results of operations and financial condition for the three months ended March 31, 2022 and 2021.
Overview
We provide digital outsourced services, focused on serving high-growth technology companies to represent, protect and grow their brands. Our global, omni-channel delivery model is focused on providing our clients three key services – Digital Customer Experience, Content Security and Artificial Intelligence (“AI”) Services (formerly known as AI Operations). We have designed our platform to enable us to rapidly scale and benefit from our clients’ growth. We believe our ability to deliver “ridiculously good” outsourcing will enable us to continue to grow our client base.
At TaskUs, culture is at the heart of everything we do. Many of the companies operating in the Digital Economy are well-known for their obsession with creating a world-class employee experience. We believe clients choose TaskUs in part because they view our company culture as aligned with their own, which enables us to act as a natural extension of their brands and gives us an advantage in the recruitment of highly engaged frontline teammates who produce better results.
Recent Financial Highlights
For the three months ended March 31, 2022, we recorded service revenue of $239.7 million, a 56.8% increase from $152.9 million for the three months ended March 31, 2021.
Net income for the three months ended March 31, 2022 decreased to $11.6 million from $16.5 million for the three months ended March 31, 2021. This decrease included non-cash stock-based compensation expense which we began recognizing upon our initial public offering ("IPO"). Adjusted Net Income for the three months ended March 31, 2022 increased 24.0% to $35.0 million from $28.2 million for the three months ended March 31, 2021. Adjusted EBITDA for the three months ended March 31, 2022 increased 36.9% to $54.1 million from $39.5 million for the three months ended March 31, 2021.
The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
Subsequent Events
For a description of subsequent events, see Note 12, "Subsequent Events" in the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report.
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Results of Operations
Comparison of the Three Months Ended March 31, 2022 and 2021
The following tables set forth certain historical consolidated financial information for the three months ended March 31, 2022 and 2021:
Three months ended March 31,Period over Period Change
(in thousands, except %)20222021($)(%)
Service revenue$239,680 $152,871 $86,809 56.8 %
Operating expenses:
Cost of services141,282 88,030 53,252 60.5 %
Selling, general, and administrative expense64,247 31,498 32,749 104.0 %
Depreciation8,901 6,203 2,698 43.5 %
Amortization of intangible assets4,711 4,712 (1)— 
Loss (gain) on disposal of assets(15)27 (42)(155.6)%
Total operating expenses219,126 130,470 88,656 68.0 %
Operating income20,554 22,401 (1,847)(8.2)%
Other expense1,053 754 299 39.7 %
Financing expenses1,602 1,581 21 1.3 %
Income before income taxes17,899 20,066 (2,167)(10.8)%
Provision for income taxes6,313 3,559 2,754 77.4 %
Net income$11,586 $16,507 $(4,921)(29.8)%
Service revenue
Service revenue for the three months ended March 31, 2022 and 2021 was $239.7 million and $152.9 million, respectively. Service revenue for the three months ended March 31, 2022 increased by $86.8 million or 56.8% when compared to the three months ended March 31, 2021.
Service revenue by service offering
The following table presents the breakdown of our service revenue by service offering for each period:
Three months ended March 31,Period over Period Change
(in thousands, except %)20222021($)(%)
Digital Customer Experience$159,731 $99,711 $60,020 60.2 %
Content Security45,852 36,127 9,725 26.9 %
AI Services34,097 17,033 17,064 100.2 %
Service revenue$239,680 $152,871 $86,809 56.8 %
The year over year growth in Digital Customer Experience, AI Services and Content Security contributed 39.2%, 11.2% and 6.4%, respectively, of the total increase of 56.8% for the three months ended March 31, 2022. The 60.2% growth in Digital Customer Experience was primarily driven by an increase in volume of services to our existing customers and new customer wins. The 100.2% growth in AI Services was driven by an increase in volume of services to our existing customers and new customer wins. The 26.9% growth in Content Security was primarily driven by an increase in volume of services to our existing customers.
Service revenue by delivery geography
The majority of our service revenues are derived from contracts with clients who are either located in the United States, or with clients who are located outside of the United States but whereby the contract specifies payment in United States dollars. However, we deliver our services from multiple locations around the world.
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The following table presents the breakdown of our service revenue by geographical location, based on where the services are provided, for each period:
Three months ended March 31,Period over Period Change
(in thousands, except %)20222021($)(%)
Philippines$120,080 $84,578 $35,502 42.0 %
United States79,131 50,757 28,374 55.9 %
Rest of World40,469 17,536 22,933 130.8 %
Service revenue$239,680 $152,871 $86,809 56.8 %
Revenue generated from services provided from our delivery sites in the Philippines grew from expansion in all three of our service offerings, Digital Customer Experience, Content Security and AI Services, which contributed 30.0%, 7.4%, and 4.6% of the total increase of 42.0% in the Philippines, respectively.
Revenue generated from services provided from our delivery sites in the United States grew primarily from expansion in two of our service offerings, Digital Customer Experience and AI Services, which contributed 42.6% and 13.2% of the total increase of 55.9% in the United States, respectively, while Content Security remained mostly flat, contributing 0.1%, due to certain clients electing to shift work to the Philippines. We expect this shift to continue through the rest of the year as we work to deliver service out of our clients' optimal geography, which allows us to serve clients better in the long-term.
Revenue generated from services provided from our delivery sites in the Rest of World grew primarily from expansion in India and Latin America.
Operating expenses
Cost of services
Cost of services for the three months ended March 31, 2022 and 2021 was $141.3 million and $88.0 million, respectively. Cost of services for the three months ended March 31, 2022 increased by $53.3 million, or 60.5%, when compared to the three months ended March 31, 2021. The increase was primarily driven by personnel costs of $46.2 million related to an increase in headcount to meet the demand in services from our clients. The remaining increase included costs associated with site expansions, investments in software, as well as recruiting and professional development costs to support revenue growth as we expand into new geographies.
Selling, general, and administrative expense
Selling, general, and administrative expense for the three months ended March 31, 2022 and 2021 was $64.2 million and $31.5 million, respectively. Selling, general, and administrative expense for the three months ended March 31, 2022 increased by $32.7 million, or 104.0%, when compared to the three months ended March 31, 2021. The increase was primarily driven by higher personnel costs of $26.7 million due primarily to stock-based compensation expense for equity-classified awards of $18.9 million and increased headcount across functions in support of our growth. The remaining increase included investments in software, insurance expense and recruiting and professional development.
Depreciation
Depreciation for the three months ended March 31, 2022 and 2021 was $8.9 million and $6.2 million, respectively. The increase in depreciation is a result of capital expenditures for additional technology and computers in support of our company-wide work-from-home policy, as well as leasehold improvements associated with site expansions to support revenue growth.
Amortization of intangible assets
Amortization of intangible assets for the three months ended March 31, 2022 and 2021 was $4.7 million. Amortization can be attributed to the recognition of client relationship and trade name intangible assets recognized in connection with the Blackstone Acquisition that are being amortized on a straight-line basis.
Other expense
Other expense for the three months ended March 31, 2022 and 2021 was $1.1 million and $0.8 million, respectively. Changes are driven by our exposure to foreign currency exchange risk resulting from our operations in foreign geographies, primarily the Philippines, offset by economic hedges using foreign currency exchange rate forward contracts.
Financing expenses
Financing expense for the three months ended March 31, 2022 and 2021 was $1.6 million and $1.6 million, respectively. Changes in financing expense are primarily driven by the the rate of LIBOR used to calculate the interest rate of the term loan. See “—Liquidity and Capital Resources—Indebtedness—2019 Credit Agreement” for additional discussion on term loan.
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Provision for income taxes
Provision for income taxes for the three months ended March 31, 2022 and 2021 was $6.3 million and $3.6 million, respectively. Our effective tax rate for the three months ended March 31, 2022 and 2021 was 35.3% and 17.7%, respectively. There are certain items included within the provision for income taxes calculation which are directly related to the IPO and not expected to recur in future periods, including equity awards made to officers which are not deductible under Section 162(m) of the Internal Revenue Code. Additionally, there are costs related to the issuance of stock-based compensation included within the provision for income taxes calculation. If those costs directly related to the IPO and stock-based compensation expense are removed, the provision for income taxes would have been $8.7 million and the effective tax rate would have been 23.1% for the three months ended March 31, 2022.
Revenue by Top Clients
The table below sets forth the percentage of our total service revenue derived from our largest clients for the three months ended March 31, 2022 and 2021:
Three months ended March 31,
20222021
Top ten clients61 %64 %
Top twenty clients75 %78 %
Our clients are part of the rapidly growing Digital Economy and they rely on our suite of digital solutions to drive their continued success. For our existing clients, we benefit from our ability to grow as they grow and to cross sell new solutions, further deepening our entrenchment.
For the three months ended March 31, 2022 and 2021, we generated 24% and 29%, respectively, of our service revenue from our largest client, and we generated 10% and 11%, respectively, of our service revenue from our second largest client.
We continue to identify and target high growth industry verticals and clients. Our strategy is to acquire new clients and further grow with our existing ones in order to achieve meaningful client and revenue diversification over time.
Foreign Currency
As a global company, we face exposure to movements in foreign currency exchange rates. Fluctuations in foreign currencies impact the amount of total assets, liabilities, revenue, operating expenses and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. See Item 3., “Quantitative and Qualitative Disclosures About Market Risk” for additional information on how foreign currency impacts our financial results.
Non-GAAP Financial Measures
We use Adjusted Net Income, Adjusted Earnings Per Share (“EPS”), EBITDA and Adjusted EBITDA as key profitability measures to assess the performance of our business.
Each of the profitability measures described below are not recognized under GAAP and do not purport to be an alternative to net income as a measure of our performance. Such measures have limitations as analytical tools, and you should not consider any of such measures in isolation or as substitutes for our results as reported under GAAP. Adjusted Net Income, Adjusted EPS, EBITDA, and Adjusted EBITDA exclude items that can have a significant effect on our profit or loss and should, therefore, be used in conjunction with profit or loss for the period. Our management compensates for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, these measures may not be comparable to other similarly titled measures of other companies.
Adjusted Net Income
Adjusted Net Income is a non-GAAP profitability measure that represents net income or loss for the period before the impact of amortization of intangible assets and certain items that are considered to hinder comparison of the performance of our businesses on a period-over-period basis or with other businesses. During the periods presented, we exclude from Adjusted Net Income amortization of intangible assets, transaction costs, the effect of foreign currency gains and losses, losses on disposals of assets, COVID-19 related expenses, natural disaster costs, stock-based compensation expense and employer payroll tax associated with equity-classified awards and the related effect on income taxes of certain pre-tax adjustments, which include costs that are required to be expensed in accordance with GAAP. Our management believes that the inclusion of supplementary
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adjustments to net income applied in presenting Adjusted Net Income are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future.
The following table reconciles net income, the most directly comparable GAAP measure, to Adjusted Net Income for the three months ended March 31, 2022 and 2021:
Three months ended March 31,Period over Period Change
(in thousands, except %)20222021($)(%)
Net income$11,586 $16,507 $(4,921)(29.8)%
Amortization of intangible assets4,711 4,712 (1)— %
Transaction costs(1)
192 3,329 (3,137)(94.2)%
Foreign currency losses(2)
1,153 787 366 46.5 %
Loss (gain) on disposal of assets(15)27 (42)(155.6)%
COVID-19 related expenses(3)
— 2,394 (2,394)(100.0)%
Natural disaster costs(4)
— 442 (442)(100.0)%
Stock-based compensation expense(5)
19,688 — 19,688 100.0 %
Tax impacts of adjustments(6)
(2,350)— (2,350)(100.0)%
Adjusted Net Income$34,965 $28,198 $6,767 24.0 %
Net Income Margin(7)
4.8 %10.8 %
Adjusted Net Income Margin(7)
14.6 %18.4 %
(1)
Represents non-recurring professional service fees related to the acquisition of heloo in 2022 and the preparation for public offerings that have been expensed during the period in 2021.
(2)
Realized and unrealized foreign currency losses include the effect of fair market value changes of forward contracts and remeasurement of U.S. dollar-denominated accounts to foreign currency.
(3)
Represents incremental expenses incurred related to the transition to a virtual operating model and incentive and leave pay granted to employees that are directly attributable to the COVID-19 pandemic.
(4)
Represents one-time costs associated with emergency housing, transportation costs and bonuses for our employees in connection with the natural disaster related to the severe winter storm in Texas in February 2021.
(5)
Represents stock-based compensation expense and employer payroll tax associated with equity-classified awards.
(6)
Represents tax impacts of adjustments to net income which resulted in a tax benefit during the period, including stock-based compensation expense after the IPO.
(7)
Net Income Margin represents net income divided by service revenue and Adjusted Net Income Margin represents Adjusted Net Income divided by service revenue.
Adjusted EPS
Adjusted EPS is a non-GAAP profitability measure that represents earnings available to shareholders excluding the impact of certain items that are considered to hinder comparison of the performance of our business on a period-over-period basis or with other businesses. Adjusted EPS is calculated as Adjusted Net Income divided by our diluted weighted-average number of shares outstanding, including the impact of any potentially dilutive common stock equivalents that are anti-dilutive to GAAP net income (loss) per share – diluted (“GAAP diluted EPS”) but dilutive to Adjusted EPS. Our management believes that the inclusion of supplementary adjustments to earnings per share applied in presenting Adjusted EPS are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future.

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The following table reconciles GAAP diluted EPS, the most directly comparable GAAP measure, to Adjusted EPS for the three months ended March 31, 2022 and 2021:
Three months ended March 31,
20222021
GAAP diluted EPS$0.11 $0.18 
Per share adjustments to net income(1)
0.23 0.13 
Adjusted EPS$0.34 $0.31 
Weighted-average common shares outstanding – diluted104,122,026 91,737,020 
(1)
Reflects the aggregate adjustments made to reconcile net income to Adjusted Net Income, as noted in the above table, divided by the GAAP diluted weighted-average number of shares outstanding for the relevant period.
EBITDA and Adjusted EBITDA
EBITDA is a non-GAAP profitability measure that represents net income or loss for the period before the impact of the benefit from or provision for income taxes, financing expenses, depreciation, and amortization of intangible assets. EBITDA eliminates potential differences in performance caused by variations in capital structures (affecting financing expenses), tax positions (such as the availability of net operating losses against which to relieve taxable profits), the cost and age of tangible assets (affecting relative depreciation expense) and the extent to which intangible assets are identifiable (affecting relative amortization expense).
Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before certain items that are considered to hinder comparison of the performance of our businesses on a period-over-period basis or with other businesses. During the periods presented, we exclude from Adjusted EBITDA transaction costs, the effect of foreign currency gains and losses, losses on disposals of assets, COVID-19 related expenses, natural disaster costs and stock-based compensation expense and employer payroll tax associated with equity-classified awards, which include costs that are required to be expensed in accordance with GAAP. Our management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future.
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The following table reconciles net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the three months ended March 31, 2022 and 2021:
Three months ended March 31,Period over Period Change
(in thousands, except %)20222021($)(%)
Net income$11,586 $16,507 $(4,921)(29.8)%
Provision for income taxes6,313 3,559 2,754 77.4 %
Financing expenses1,602 1,581 21 1.3 %
Depreciation8,901 6,203 2,698 43.5 %
Amortization of intangible assets4,711 4,712 (1)— %
EBITDA$33,113 $32,562 $551 1.7 %
Transaction costs(1)
192 3,329 (3,137)(94.2)%
Foreign currency losses(2)
1,153 787 366 46.5 %
Loss (gain) on disposal of assets(15)27 (42)(155.6)%
COVID-19 related expenses(3)
— 2,394 (2,394)(100.0)%
Natural disaster costs(4)
— 442 (442)(100.0)%
Stock-based compensation expense(5)
19,688 — 19,688 100.0 %
Adjusted EBITDA$54,131 $39,541 $14,590 36.9 %
Net Income Margin(6)
4.8 %10.8 %
Adjusted EBITDA Margin(6)
22.6 %25.9 %
(1)
Represents non-recurring professional service fees related to the acquisition of heloo in 2022 and the preparation for public offerings that have been expensed during the period in 2021.
(2)
Realized and unrealized foreign currency losses include the effect of fair market value changes of forward contracts and remeasurement of U.S. dollar-denominated accounts to foreign currency.
(3)
Represents incremental expenses incurred related to the transition to a virtual operating model and incentive and leave pay granted to employees that are directly attributable to the COVID-19 pandemic.
(4)
Represents one-time costs associated with emergency housing, transportation costs and bonuses for our employees in connection with the natural disaster related to the severe winter storm in Texas in February 2021.
(5)
Represents stock-based compensation expense and employer payroll tax associated with equity-classified awards.
(6)
Net Income Margin represents net income divided by service revenue and Adjusted Net Income Margin represents Adjusted Net Income divided by service revenue.
Liquidity and Capital Resources
As of March 31, 2022, our principal sources of liquidity were cash and cash equivalents totaling $77.1 million, which were held for working capital purposes, as well as the available balance of our 2019 Credit Facilities, described further below. Historically, we have made investments in supporting the growth of our business, which were enabled in part by our positive cash flows from operations during these periods. We expect to continue to make similar investments in the future.
We have financed our operations primarily through cash received from operations. We believe our existing cash and cash equivalents and our 2019 Credit Facilities will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements will depend on several factors, including but not limited to our obligation to repay any amounts outstanding under our 2019 Credit Facilities, our revenue growth rate, timing of client billing and collections, the timing of expansion into new geographies, variability in the cost of delivering services in our geographies, the timing and extent of spending on technology innovation, the extent of our sales and marketing activities, and the introduction of new and enhanced service offerings and the continuing market adoption of our platform.
To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all. In particular, the widespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital. If we are unable to raise additional funds when desired, our business, financial condition and results of operations could be adversely affected.
Although we are not currently a party to any material definitive agreement regarding potential investments in, or acquisitions of, complementary businesses, applications or technologies, we may enter into these types of arrangements, which could reduce our cash and cash equivalents, require us to seek additional equity or debt financing or repatriate cash generated by our international operations that could cause us to incur withholding taxes on any distributions. Additional funds from financing arrangements may not be available on terms favorable to us or at all.
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As market conditions warrant, we and certain of our equity holders, including Blackstone and their respective affiliates, may from time to time seek to purchase our outstanding debt securities or loans, including borrowings under our 2019 Credit Facilities, in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any purchases made by us may be funded by the use of cash on our balance sheet or the incurrence of new secured or unsecured debt, including borrowings under our credit facilities. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may be with respect to a substantial amount of a particular class or series of debt, with the attendant reduction in the trading liquidity of such class or series. In addition, any such purchases made at prices below the “adjusted issue price” (as defined for U.S. federal income tax purposes) may result in taxable cancellation of indebtedness income to us, which amounts may be material, and in related adverse tax consequences to us.
Indebtedness
As of March 31, 2022, our total indebtedness, net of debt financing fees was $235.9 million, including outstanding borrowings under our Revolving Credit Facility (as defined below) of $39.9 million.
2019 Credit Agreement
On September 25, 2019, we entered into a credit agreement (the “2019 Credit Agreement”) that included a $210 million term loan (the “Term Loan Facility”) and a $40 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “2019 Credit Facilities”). On April 30, 2021, the Company entered into Amendment No. 1 to its 2019 Credit Agreement with the existing lenders providing for $50.0 million incremental revolving credit commitments on the same terms as our existing revolving credit facility. We accounted for this amendment as a debt modification and recorded $0.3 million of debt financing fees which will be amortized, along with previously deferred fees, over the remaining term of the facility.
The Term Loan Facility matures on September 25, 2024 and requires quarterly principal payments of 0.25% of the original principal amount per quarter through September 30, 2020, 0.625% of the original principal amount through September 30, 2021, 1.25% of the original principal amount through September 30, 2022, 1.875% of the original principal amount through September 30, 2023 and 2.50% of the original principal amount thereafter, with any remaining principal due in a lump sum at the maturity date. As of March 31, 2022, $197.4 million was outstanding under the Term Loan Facility. The interest rate in effect for the Term Loan Facility was 2.707% as of March 31, 2022.
The Revolving Credit Facility matures on September 25, 2024 and requires a commitment fee of 0.4% on undrawn commitments paid quarterly in arrears. As of March 31, 2022, the interest rate in effect was 2.707% on $39.9 million of outstanding borrowings under the Revolving Credit Facility. As of March 31, 2022, we had $50.1 million of borrowing availability under the Revolving Credit Facility.
The 2019 Credit Agreement contains certain affirmative and negative covenants applicable to us and our restricted subsidiaries, including, among other things, limitations on our Consolidated Total Net Leverage Ratio (as defined in the 2019 Credit Agreement) and restrictions on changes in the nature of our business, acquisitions and other investments, indebtedness, liens, fundamental changes, dispositions, prepayment of other indebtedness, repurchases of stock, cash dividends, and other distributions. The 2019 Credit Facilities are guaranteed by our material domestic subsidiaries and are secured by substantially all of our tangible and intangible assets, including our intellectual property, and the equity interests of our subsidiaries, subject to certain exceptions.
See Note 7, “Long-Term Debt” in the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our debt.
Cash Flows
The following table presents a summary of our consolidated cash flows from operating, investing and financing activities for the periods indicated:
Three months ended March 31,
(in thousands)20222021
Net cash provided by operating activities$36,890 $39,922 
Net cash used in investing activities(17,770)(10,127)
Net cash used in financing activities(4,094)(1,313)
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Operating Activities
Net cash provided by operating activities for the three months ended March 31, 2022 was $36.9 million compared to net cash provided by operating activities of $39.9 million for the three months ended March 31, 2021. Net cash provided by operating activities for the three months ended March 31, 2022 reflects the net income of $11.6 million, as well as the add back for non-cash charges totaling $34.6 million, primarily driven by $19.6 million in stock-based compensation expense, $8.9 million of depreciation and $4.7 million of amortization related to intangibles. These changes were partially offset by changes in operating assets and liabilities of $9.3 million. Net cash provided by operating activities for the three months ended March 31, 2021 reflects the net income of $16.5 million, the add back for non-cash charges totaling $13.1 million, primarily driven by $6.2 million of depreciation and $4.7 million of amortization related to intangibles, as well as changes in operating assets and liabilities of $10.3 million.
Investing Activities
Net cash used in investing activities for the three months ended March 31, 2022 was $17.8 million compared to net cash used in investing activities of $10.1 million for the three months ended March 31, 2021. Net cash used in investing activities primarily consisted of investments in technology and computers as well as build-out costs associated with site expansions to support revenue growth.
Financing Activities
Net cash used in financing activities for the three months ended March 31, 2022 was $4.1 million compared to net cash used in financing activities of $1.3 million for the three months ended March 31, 2021. Net cash used in financing activities for the three months ended March 31, 2022 consisted of payments on long-term debt and payments for taxes related to net share settlement of equity awards. Net cash used in financing activities for the three months ended March 31, 2021 consisted primarily of payments on long-term debt.
Critical Accounting Policies and Estimates
Except as described in Note 2, “Summary of Significant Accounting Policies” in the Notes to Unaudited Condensed Consolidated Financial Statements, there have been no material changes to our critical accounting policies or in the underlying accounting assumptions and estimates used in such policies as reported in our Annual Report.
Recent Accounting Pronouncements
For additional information regarding recent accounting pronouncements adopted and under evaluation, refer to Note 2, “Summary of Significant Accounting Policies” in the Notes to Unaudited Condensed Consolidated Financial Statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our activities expose us to a variety of financial risks: market risk (includes foreign currency), interest rate risk and credit risk.
Foreign Currency Risk
Our exposure to market risk arises principally from exchange rate risk. Although substantially all of our revenues are denominated in U.S. dollars, a substantial portion of our expenses were incurred and paid in the Philippine peso in the three months ended March 31, 2022 and 2021. We also incur expenses in U.S. dollars, and currencies of the other countries in which we have operations. The exchange rates among the Philippine peso and the U.S. dollar have changed substantially in recent years and may fluctuate substantially in the future.
The average exchange rate of the Philippine peso against the U.S. dollar increased from 48.30 pesos during the three months ended March 31, 2021 to 51.56 pesos during the three months ended March 31, 2022, representing a depreciation of the Philippine peso of 6.7%. Based upon our level of operations during the three months ended March 31, 2022 and excluding any forward contract arrangements that we had in place during that period, a 10% appreciation/depreciation in the Philippine Peso against the U.S. dollar would have increased or decreased our expenses incurred and paid in the Philippine Peso by approximately $9.0 million or $7.3 million, respectively, in the three months ended March 31, 2022.
In order to mitigate our exposure to foreign currency fluctuation risks and minimize the earnings and cash flow volatility associated with forecasted transactions denominated in certain foreign currencies, and economically hedge our intercompany balances and other monetary assets and liabilities denominated in currencies other than functional currencies, we enter into foreign currency forward contracts. These derivatives have not been designated as hedges under ASC No. Topic 815,
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Derivatives and Hedging (“ASC 815”). Changes in the fair value of these derivatives are recognized in the consolidated statements of operations and are included in other expense.
For the three months ended March 31, 2022 and 2021, we realized losses (gains) of $1.4 million and $(0.7) million, respectively, resulting from the settlement of forward contracts were included within other expense.
For the three months ended March 31, 2022 and 2021, we had outstanding forward contracts. The forward contract payable resulting from changes in fair value was recorded under accounts payable and accrued liabilities. For the three months ended March 31, 2022 and 2021, the unrealized losses on the forward contracts of $0.8 million and $1.8 million, respectively, were included within other expense.
These contracts must be settled on the day of maturity or may be canceled subject to the receipts or payments of any gains or losses, respectively, equal to the difference between the contract exchange rate and the market exchange rate on the date of cancellation. We do not enter into foreign currency forward contracts for speculative or trading purposes. These derivative instruments do not subject us to material balance sheet risk due to exchange rate movements because gains and losses on the settlement of these derivatives are intended to offset revaluation losses and gains on the assets and liabilities being hedged.
Interest Rate Risk
Our exposure to market risk is influenced by the changes in interest rates paid on any outstanding balance on our borrowings, mainly under our 2019 Credit Facilities. All of our borrowings outstanding under the 2019 Credit Facilities as of March 31, 2022 accrue interest at LIBOR plus 2.25%. Our total principal balance outstanding as of March 31, 2022 was $237.3 million. Based on the outstanding balances and interest rates under the 2019 Credit Facilities as of March 31, 2022, a hypothetical 10% increase or decrease in LIBOR would cause an increase or decrease in interest expense of approximately $0.1 million over the next 12 months.
Credit Risk
As of March 31, 2022, we had accounts receivable, net of allowance for doubtful accounts, of $172.4 million, of which $52.5 million was owed by two of our clients. Collectively, these clients represented approximately 30% of our gross accounts receivable as of March 31, 2022.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2022. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2022, the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
The information required with respect to this item can be found under Note 8, “Commitments and Contingencies” in the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report and is incorporated by
reference into this Item 1.
Item 1A. Risk Factors
We are subject to various risks that could have a material adverse impact on our financial position, results of operations or cash flows. Although it is not possible to predict or identify all such risks and uncertainties, they may include, but are not limited to, the factors discussed under “Risk Factors” in the Annual Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our financial position, results of operations or cash flows. There have been no material changes to the risk factors included in the Annual Report. You should carefully consider the risk factors set forth in the Annual Report and the other information set forth elsewhere in this Quarterly Report on Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
Exhibit
No.
Description
3.1
3.2
10.1†
10.2†
10.3†
10.4†
10.5†
10.6†
31.1
31.2
32.1*
32.2*
101.INSXBRL 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.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*    Furnished herewith.
Management contract or compensatory plan or arrangement.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure except for the terms of the agreements or other documents themselves, and you should not rely on them for other than that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and do not apply in any other context or at any time other than the date they were made.
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Table of Contents
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.
TASKUS, INC.
(Registrant)
Date:May 10, 2022By:/s/ Balaji Sekar
Balaji Sekar
Chief Financial Officer
(Principal Financial Officer)
(Authorized Signatory)
Date:May 10, 2022By:/s/ Steven Amaya
Steven Amaya
Senior Vice President—Finance
(Principal Accounting Officer)
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Document

Exhibit 10.1

https://cdn.kscope.io/79ca00944fe485f3bf1d9f64b0ce05f8-image_2.jpg

CONFIDENTIAL

April 2, 2021

Change Memo
Dear Bryce,

In light of the continuing COVID-19 pandemic, you agree to accept a reduced base salary to
$30,000.00 effective December 21, 2020. You agree that you will reimburse TaskUs the overpayment of salary that you received between 12/21/2020 through 3/28/2021. The TaskUs Payroll team will provide repayment options, as well as applicable amendments for previous pay periods.

Below you will find details of this change:

TitleCEO
Current Base Salary$350,000.00
Effective as of 12/21/2020$30,000.00
Bonus$0.00

Your ROTH contributions are currently set up for a 5% deduction of your base salary. In order to obtain the $17,500.00 at year end, your ROTH deduction should be changed to 58.33%. It is highly recommended that you review your contributions no later than April 8, 2021, and submit the necessary change on the mykplan site through ADP at https://mykplan.adp.com/public/Login/index, or by calling 1-866-695-7526.

Further, with the salary change, your Health Savings Account (HSA) deduction will need to be changed to $84.61 bi-weekly. This will ensure you are still contributing the maximum for the year (2021) into your HSA. The TaskUs Benefits team will assist you with making this change to your HSA contributions.

Additionally, your company paid life insurance is adjusted to $30,000.00, which is the maximum amount for your base salary.

You will be paid in accordance with TaskUs’ standard payroll practices and subject to all withholdings and deductions required by law. All other terms and conditions of your employment remain the same.

I have read and understand the forgoing provisions of this Memo. Agreed to and accepted by:
/s/ Bryce Maddock4/4/2021
Bryce MaddockDate

Document

Exhibit 10.2


TASKUS, INC.
FOUNDER EMPLOYMENT AGREEMENT
THIS FOUNDER EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 2nd 2nd day of June, 2015, by and between Jaspar Weir (the “Executive”) and TASKUS, INC., a Delaware corporation (the “Company”).
RECITALS
A. The Company desires to compensate the Executive for his services to the Company.
B. The Executive wishes to be employed by the Company and provide services to the Company in return for certain compensation.
AGREEMENT
In consideration of the mutual promises and covenants contained in this Agreement, the parties agree to the following:
1. EMPLOYMENT BY THE COMPANY.
1.1 Effective Date; Term. The effective date of this Agreement will be the date first set forth above (the “Effective Date”). This Agreement will c