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Business Wire
5 days ago
- Business
- Business Wire
Murchinson Issues Letter to Fellow TaskUs Stockholders Detailing Opposition to the Pending Buyout Transaction
TORONTO--(BUSINESS WIRE)--Murchinson Ltd. (collectively with the funds it advises and/or sub-advises, 'Murchinson' or 'we'), a stockholder of the Class A common stock of TaskUs, Inc. (Nasdaq: TASK) ('TaskUs' or the 'Company'), today issued an open letter to fellow stockholders regarding its opposition to the Company's proposed "going-private" transaction (the 'Transaction') with an affiliate of Blackstone Inc., the Company's controlling stockholder, TaskUs Co-Founder and CEO Bryce Maddock and TaskUs Co-Founder and President Jaspar Weir (collectively, the 'Buyer Group'). *** August 12, 2025 Dear Fellow Stockholders, We are writing to you today to express our concern over the Buyer Group's proposed take-private transaction announced by TaskUs on May 9, 2025. Following our own analysis and review of the Company's proxy statement, filed with the SEC on August 8, 2025 (the "Proxy Statement"), we believe there are two key troubling aspects of the Transaction that stockholders should be aware of before voting on the Transaction at the special meeting of stockholders to be held on September 10, 2025 (the "Special Meeting"): The Transaction price of $16.50 per share drastically undervalues TaskUs , its future earnings power and growth trajectory. The Transaction appears to be the result of a flawed process , including a fairness opinion influenced by conflicts of interest. In our view, the Transaction rewards the controlling stockholders at the direct expense of the Company's minority stockholders. We therefore intend to vote AGAINST this Transaction. It is our position that stockholders deserve fair value for the Company's shares, which we believe should be at least $19.00 per share. The Transaction Drastically Undervalues TaskUs, Its Future Earnings Power and Growth Trajectory TaskUs is a high-growth, cash-generating business and has built a differentiated, premium position as the go-to partner for many of the world's most innovative companies, including Meta, DoorDash, Uber, Coinbase and Netflix. We believe the Company is uniquely positioned at the intersection of several market tailwinds: (1) the proliferation of user-generated content online, which drives demand for moderation and safety, (2) AI development and deployment, (3) digital customer experience outsourcing, and (4) increased regulatory pressure for higher levels of online safety, privacy and moderation. These tailwinds are structural drivers that we believe should support sustained high single-digit to double-digit revenue growth for the foreseeable future. The Company's recent performance clearly reflects this: The Company's earnings results for the first and second quarters indicate its business is inflecting. In the second quarter, the Company's revenue growth accelerated to 23.6% year-over-year, with every geography delivering double-digit growth. In the second quarter, the AI Operations segment achieved year-over-year revenue growth of 72.2% and sequential growth of 15.4%, demonstrating substantial momentum and no indication of a slowdown. Additionally, SG&A expense margin decreased by approximately 40 basis points year-over-year, while Adjusted EBITDA margin improved by approximately 70 basis points year-over-year. This year alone, the Company is projected to generate between $75 million to $120 million of free cash flow. According to the Proxy Statement, TaskUs will also utilize $100 million to $200 million of its own cash to partially fund the Transaction, meaning that the Buyer Group will recoup most of its 'equity check' using free cash flow and be made whole in under a year, while the rest of the Company's stockholders give up their shares at what we believe to be a depressed valuation. In other words, the sum of the cash on hand as of June 30, 2025 and the FY2025 Adjusted Free Cash Flow guidance provided by the Company on February 26, 2025 is likely to exceed the cost of acquiring the outstanding shares not currently owned by the Buyer Group at the proposed acquisition price of $16.50 per share. Interestingly, the Company's Proxy Statement attempts to justify the Transaction by painting a gloomy picture of TaskUs' future in the age of AI. The Buyer Group claimed that adapting to rapid advancements in AI, 'was [not] possible to successfully pursue … as a public company.' However, this justification does not hold up. With the Buyer Group effectively controlling the Company, TaskUs' Board of Directors (the 'Board') has leeway to weather uncertainty and carry out the implementation of the AI strategy as a public company. Further, the notion that the pivot to AI cannot be executed as a public company is undermined by the Proxy Statement itself. In forming the fairness opinion, an important factor was 'advancements in AI and increased adoption of AI by the Company's competitors.' This not only affirms that the pivot to AI is indeed possible for public companies in TaskUs' industry but also indicates that TaskUs would not fare any worse than its competitors who are already pursuing the same strategy. In closing, TaskUs is not a distressed business and should therefore not be selling itself at a discount to its base case valuation. The Company is on track to significantly exceed its FY2025 Adjusted EBITDA guidance.1 As such, selling a company with TaskUs' operational performance, cash flow and growth trajectory for less than 7.0x EV/2025E EBITDA, which is well below the Company's three-year trading average of ~8.0x, is unacceptable. By contrast, assuming an 8.0x base case multiple on FY2025E Adjusted EBITDA, the takeout price should be a minimum of ~$19.00 per share, reflecting the Company's true fair value before any control premium is even added to the purchase price. The Transaction Appears to Be the Result of Flawed Process and Fairness Opinion Once the Company and the controlling stockholders began deal negotiations, the controlling stockholders effectively blocked the Company from exploring any alternatives that could have delivered a higher price for minority stockholders. This is evident in the Proxy Statement: 'Blackstone stated that it would not consider potential alternative opportunities involving a sale of Company securities by Blackstone to a third party or entertaining bids for assets held by the Company. In addition, Mr. Maddock stated that he and Mr. Weir were only interested in working with Blackstone and were not open to working with an alternative financial sponsor.' This closed-door approach essentially deprived stockholders of a fair, competitive process. Additionally, the fairness opinion that was prepared by Evercore likely relied on information and projections provided by 'Company management' – Messrs. Maddock and Weir – who stand to benefit most as controlling stockholders and as members of the Buyer Group (as well as other executives who, we assume, will likely continue to work under them after the Transaction is completed). In other words, Evercore likely relied on representations made by members of the Buyer Group in preparing an opinion meant to objectively judge the fairness the Buyer Group's proposal. Further, we find it concerning that the Company appeared to have deliberately timed the Transaction announcement to suppress the stock's fair value. According to the Proxy Statement, on April 21, 2025, management was aware that first quarter earnings results would beat analyst expectations – yet the Buyer Group pushed to finalize and announce the Transaction before the market could absorb that positive news.2 As a result, the Buyer Group secured a takeover price that does not reflect the potential market reaction to TaskUs' strong first quarter performance, exceeding consensus estimates for revenue and Adjusted EBITDA. We question why the Company would not leverage this positive news to extract a higher buyout price that would have benefitted the Company's minority stockholders. Additionally, we find the timing of share repurchases disclosed in the Company's 10-Q filings for the first and second quarters to be highly suspect. The Company did not repurchase any shares in January or February of 2025. However, in March 2025, the Company repurchased over 750,000 shares, and in April 2025, the Company repurchased ~1.2 million shares, totalling approximately $25 million in share repurchases.3 According to our analysis, these repurchases reduced the effective price paid by the Buyer Group to $16.14. The timing of these repurchases – coinciding with ongoing negotiations between the Company and the Buyer Group – raises questions about whether the controlling stockholders were attempting to minimize the number of shares not owned by the Buyer Group by using the Company's own cash reserves. A review of the Company's quarterly reports from 2024 reveals a similar pattern: when the Buyer Group was reportedly contemplating a transaction to buy the Company in the second quarter of 2024, the Company repurchased shares in the market at disproportionately greater quantities relative to other months. Minority Stockholders: Our Vote Counts Despite owning over 97% of the Company's voting power through its Class B voting shares, the controlling stockholders need the approval of a majority of the shares they do not own to get the Transaction done ('Majority of the Minority Vote'). It is our opinion that the current offer price does not reflect the Company's future earnings power and growth trajectory – and we believe Messrs. Maddock and Weir, who built TaskUs, know this better than anyone. That is why we intend to vote AGAINST this Transaction at the Special Meeting and demand that the Company fulfill its obligations to all stockholders to pursue a value-maximizing deal that would, at the very least, result in fair value for the Company's shares. We encourage fellow stockholders to make their views on the Transaction known to the Board. If the Board hears from enough stockholders with concerns, hopefully, it will reconsider selling a company with TaskUs' potential for such a discount. Sincerely, Murchinson Ltd. *** About Murchinson Founded in 2012 and based in Toronto, Canada, Murchinson is an alternative asset management firm that serves institutional investors, family offices and qualified clients. The firm has extensive experience capturing the best returning opportunities across global markets. Murchinson's multi-strategy approach allows it to execute investments at all points in the market cycle with fluid allocation between strategies. Our team targets corporate action, distressed investing, private equity and structured finance situations, leveraging its broad market experience with a variety of specialized products and sophisticated hedging techniques to deliver alpha within a risk-averse mandate. Learn more at Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the use of any of the words 'anticipates', 'believes', 'expects', 'intends', 'plans', 'will', 'would', and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of Murchinson and currently available information. Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Murchinson undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation. Disclaimer The information contained or referenced herein is for information purposes only in order to provide the views of Murchinson and the matters which Murchinson believes to be of concern to stockholders described herein. The information is not tailored to specific investment objectives, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of Murchinson, whose opinions may change at any time and which are based on analyses of Murchinson and its advisors. In addition, the information contained herein is being publicly disclosed without prejudice and shall not be construed to prejudice any of Murchinson's rights, demands, grounds and/or remedies under any contract and/or law. ________________________________________________ Expand 1 Based on the FY2025 Adjusted EBITDA guidance of $229.95 million to 236.25 million (calculated using the FY2025 guidance range for revenue of $1.095 to 1.125 billion and a ~21% Adjusted EBITDA margin, provided on February 26, 2025). Estimated FY2025 Adjusted EBITDA calculated using reported results for the first half of FY2025 (equates to a run rate of $124 million for Adjusted EBITDA). Given the business is not impacted by seasonality, we estimate FY2025 Adjusted EBITDA to be at least ~$248.5 million. 2 Note the sequence of events as detailed in the Proxy Statement: 'On April 22, 2025, ... Company management informed Evercore that the preliminary first quarter earnings results would slightly exceed analyst top- and bottom-line expectations...' On the same day, 'The Buyer Group also told representatives of Evercore (i) that the Buyer Group would like to announce the Potential Transaction by May 8, 2025, which was the planned date for the Company to publicize its earnings results for the first quarter of 2025.' On May 1, 2025 'Representatives of Evercore and the Special Committee discussed their view on how the market would likely perceive the Company's earnings results,' yet, on the following day, 'the Special Committee directed Cravath to tell the Company that the Special Committee was comfortable with the Company announcing an earnings date of May 12, 2025.' 3 Quarterly reports filed with the SEC on May 12, 2025 and August 7, 2025.
Business Wire
09-05-2025
- Business
- Business Wire
TASK Investors Have the Opportunity to Join Investigation of TaskUs, Inc. With the Schall Law Firm
LOS ANGELES--(BUSINESS WIRE)-- The Schall Law Firm, a national shareholder rights litigation firm, announces that it is investigating claims on behalf of investors in TaskUs, Inc. ('TaskUs' or 'the Company') (NASDAQ: TASK) for potential breaches of fiduciary duty on the part of its directors and management. The investigation focuses on determining if the TaskUs board breached its fiduciary duties to shareholders. TaskUs announced on May 9, 2025, that it had entered into a definitive agreement to become a private company. According to the Company, 'Under the terms of the agreement, an affiliate of Blackstone, TaskUs Co-Founder and Chief Executive Officer Bryce Maddock and TaskUs Co-Founder and President Jaspar Weir (collectively the "Buyer Group") will acquire 100% of the outstanding shares of Class A common stock they do not already own for $16.50 per share in an all-cash transaction.' If you are a shareholder, click here to participate. We also encourage you to contact Brian Schall of the Schall Law Firm, 2049 Century Park East, Suite 2460, Los Angeles, CA 90067, at 310-301-3335, to discuss your rights free of charge. You can also reach us through the firm's website at or by email at bschall@ The Schall Law Firm represents investors around the world and specializes in securities class action lawsuits and shareholder rights litigation. This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and rules of ethics.
Wall Street Journal
09-05-2025
- Business
- Wall Street Journal
TaskUs to Go Private as Co-Founders, Blackstone Affiliate Buy Remaining Shares
TaskUs will become a private company as its co-founders and an affiliate of Blackstone will acquire all the outstanding shares they don't already own. Bryce Maddock, co-founder and chief executive officer, Jaspar Weir, co-founder and president, and the Blackstone affiliate will acquire all outstanding shares for $16.50 each in an all-cash deal. Maddock and Weir will continue to serve in their respective roles.
Business Wire
09-05-2025
- Business
- Business Wire
Shareholder Alert: The Ademi Firm Investigates Whether TaskUs, Inc. is Obtaining a Fair Price for its Public Shareholders
MILWAUKEE--(BUSINESS WIRE)--The Ademi Firm is investigating TaskUs (NASDAQ: TASK) for possible breaches of fiduciary duty and other violations of law in its transaction with Blackstone, TaskUs Co-Founder and Chief Executive Officer Bryce Maddock and TaskUs Co-Founder and President Jaspar Weir. Click here to learn how to join our investigation and obtain additional information or contact us at gademi@ or toll-free: 866-264-3995. There is no cost or obligation to you. In the transaction, shareholders of TaskUs will receive only $16.50 per share in an all-cash transaction. TaskUs insiders will receive substantial benefits as part of change of control arrangements. The transaction agreement unreasonably limits competing transactions for TaskUs by imposing a significant penalty if TaskUs accepts a competing bid. We are investigating the conduct of the TaskUs board of directors, and whether they are fulfilling their fiduciary duties to all shareholders. We specialize in shareholder litigation involving buyouts, mergers, and individual shareholder rights. For more information, please feel free to call us. Attorney advertising. Prior results do not guarantee similar outcomes.
Business Wire
09-05-2025
- Business
- Business Wire
TaskUs Announces Fiscal First Quarter 2025 Results
NEW BRAUNFELS, Texas--(BUSINESS WIRE)--TaskUs, Inc. (Nasdaq: TASK), a leading provider of outsourced digital services and next-generation customer experience to the world's most innovative companies, today announced its results for the first quarter ended March 31, 2025. Total revenues of $277.8 million, 22.1% year-over-year growth. Exceeding the top-end of our guidance by $5.8 million. 22.1% year-over-year growth. Exceeding the top-end of our guidance by $5.8 million. Net income of $21.1 million , net income margin of 7.6%. , net income margin of 7.6%. Adjusted Net Income of $35.9 million , Adjusted Net Income margin of 12.9%. , Adjusted Net Income margin of 12.9%. Diluted EPS of $0.23 , Adjusted EPS of $0.38. , Adjusted EPS of $0.38. Adjusted EBITDA of $59.3 million , Adjusted EBITDA margin of 21.3%. Exceeding our guidance by 130 basis point, or 9.4%. , Adjusted EBITDA margin of 21.3%. Exceeding our guidance by 130 basis point, or 9.4%. Net cash provided by operating activities of $36.3 million, Free Cash Flow of $21.8 million and 36.8% conversion of Adjusted EBITDA to Free Cash Flow. Adjusted Free Cash Flow of $22.4 million and 37.9% conversion of Adjusted EBITDA to Adjusted Free Cash Flow. First Quarter 2025 Financial and Frontline Highlights ($ in thousands, except per share amounts) Three months ended March 31, 2025 2024 % Change Service revenue $ 277,792 $ 227,470 22.1 % Net income $ 21,148 $ 11,714 80.5 % Net income margin 7.6 % 5.1 % Adjusted Net Income $ 35,938 $ 27,272 31.8 % Adjusted Net Income margin 12.9 % 12.0 % Diluted EPS $ 0.23 $ 0.13 76.9 % Adjusted EPS $ 0.38 $ 0.30 26.7 % Adjusted EBITDA $ 59,272 $ 50,605 17.1 % Adjusted EBITDA margin 21.3 % 22.2 % Net cash provided by operating activities $ 36,276 $ 51,177 (29.1 )% Free Cash Flow $ 21,796 $ 47,605 (54.2 )% Conversion of Adjusted EBITDA to Free Cash Flow 36.8 % 94.1 % Adjusted Free Cash Flow $ 22,438 $ 47,605 (52.9 )% Conversion of Adjusted EBITDA to Adjusted Free Cash Flow 37.9 % 94.1 % Expand All three service lines delivered double-digit year-over-year revenue growth in Q1. With greater than 50% year-over-year growth, AI Services is now TaskUs' fastest growing service line. Trust + Safety year-over-year revenue growth remained above 30% for the fifth consecutive quarter. Recognized as a Leader in Everest Group's Trust and Safety Services PEAK Matrix ® Assessment for the third consecutive year. Assessment for the third consecutive year. Added 2,400 teammates since the fourth quarter, ending the first quarter of 2025 with 61,400 teammates. Transaction Announcement In a separate press release issued today, TaskUs announced that it has entered into a definitive agreement to be acquired by an affiliate of Blackstone, TaskUs' Co-Founder and Chief Executive Officer, Bryce Maddock, and TaskUs' Co-Founder and President, Jaspar Weir (the 'Buyer Group'). In light of the announced transaction, TaskUs will no longer be holding its previously scheduled earnings conference call and webcast and is withdrawing its previously announced full year 2025 outlook. The Company will post an Excel-based financial metrics file on its investor relations website later today. TaskUs expects to complete this transaction in the second half of 2025, subject to customary closing conditions and approvals, including the receipt of required regulatory approvals and required stockholder approvals (including the approval of the holders of common stock of the Company not owned by the Buyer Group). About TaskUs TaskUs is a leading provider of outsourced digital services and next-generation customer experience to the world's most innovative companies, helping its clients represent, protect and grow their brands. Leveraging a cloud-based infrastructure, TaskUs serves clients in the fast-growing sectors, including social media, e-commerce, gaming, streaming media, food delivery and ride-sharing, technology, financial services and healthcare. As of March 31, 2025, TaskUs had a worldwide headcount of approximately 61,400 people across 28 locations in 12 countries, including the United States, the Philippines, and India. Forward-Looking Statements This press release contains 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts, and further include, without limitation, statements reflecting our current views with respect to, among other things, our operations, our financial performance, our industry, the impact of the macroeconomic environment on our business, and other non-historical statements. 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,' 'would,' 'seeks,' 'predicts,' 'intends,' 'trends,' 'plans,' 'estimates,' 'anticipates,' 'position us' 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. These factors include but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all; the failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction by our stockholders; the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the termination or expiration of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the possibility that competing offers or acquisition proposals for TaskUs will be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances which would require us to pay a termination fee; the effect of the announcement or pendency of the proposed transaction on our ability to attract, motivate or retain key executives and associates, our ability to maintain relationships with our customers, vendors, service providers and others with whom we do business, or our operating results and business generally; the potential impact of certain provisions of the merger agreement on our liquidity and ability to fund our operations during the pendency of the proposed transaction; risks related to the proposed transaction diverting management's attention from our ongoing business operations; the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; the dependence of our business on key clients; the risk of loss of business or non-payment from clients; our failure to cost-effectively acquire new clients; the risk that we may 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; our inability to anticipate clients' needs by adapting to market and technology trends; utilization of artificial intelligence by our clients or our failure to incorporate artificial intelligence into our operations; unauthorized or improper disclosure of personal or other sensitive information, or security breaches and incidents; negative publicity or liability or difficulty recruiting and retaining employees; our failure to detect and deter criminal or fraudulent activities or other misconduct by our employees or third parties; global economic and political conditions, especially in the social media and meal delivery and transport industries from which we generate significant revenue; the dependence of our business on our international operations, particularly in the Philippines and India; our failure to comply with applicable data privacy and security laws and regulations; fluctuations against the U.S. dollar in the local currencies in the countries in which we operate; our inability to maintain and enhance our brand; competitive pricing pressure; our dependence on senior management and key employees; increases in employee expenses and changes to labor laws; failure to attract, hire, train and retain a sufficient number of skilled employees to support operations; our inability to effectively expand our operations into countries or industries in which we have no prior operating experience and in which we may be subject to increased business, economic and regulatory risks; reliance on owned and third-party technology and computer systems; failure to maintain asset utilization levels, price appropriately and control costs; the control of affiliates of Blackstone Inc. and our Co-Founders over us; the dual class structure of our common stock; and the volatility of the market price of our Class A common stock. Additional risks and uncertainties include but are not limited to those described under 'Risk Factors' in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the 'SEC') on March 6, 2025, as such factors may be updated from time to time in our filings with the SEC, which are accessible on the SEC's website at These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company's SEC filings. TaskUs undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law. Non-GAAP Measures TaskUs supplements results reported in accordance with United States generally accepted accounting principles ('GAAP'), with non-GAAP financial measures, such as Adjusted Net Income, Adjusted Net Income Margin, Adjusted Earnings Per Share, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Free Cash Flow, Conversion of Adjusted EBITDA to Free Cash Flow and Conversion of Adjusted EBITDA to Adjusted Free Cash Flow. Management believes these measures help illustrate underlying trends in TaskUs' business and uses the measures to establish budgets and operational goals, communicate internally and externally, and manage TaskUs' business and evaluate its performance. Management also believes that certain of these measures help investors compare TaskUs' operating performance with its results in prior periods or assess liquidity. TaskUs anticipates that it will continue to report both GAAP and certain non-GAAP financial measures in its financial results, including non-GAAP results that exclude the impact of certain costs, losses and gains that are required to be included in our profit and loss measures under GAAP. Because TaskUs' reported non-GAAP financial measures are not calculated in accordance with GAAP, these measures are not comparable to GAAP and may not be comparable to similarly described non-GAAP measures reported by other companies within TaskUs' industry. Consequently, TaskUs' non-GAAP financial measures should not be evaluated in isolation or supplant comparable GAAP measures, but rather, should be considered together with the information in TaskUs' consolidated financial statements, which are prepared in accordance with GAAP. Definitions of non-GAAP financial measures and the reconciliations to the most directly comparable measures in accordance with GAAP are provided in subsequent sections of this press release narrative and supplemental schedules. Additional Information and Where to Find it This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Breeze Merger Corporation. In connection with the proposed transaction, the Company intends to file relevant materials with the SEC, including the Company's proxy statement in preliminary and definitive form. In addition, the Company and certain affiliates of the Company intend to jointly file a transaction statement on Schedule 13E-3 (the 'Schedule 13E-3'). INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY'S PROXY STATEMENT AND SCHEDULE 13E-3 (IF AND WHEN THEY BECOME AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders are or will be able to obtain the documents (if and when available) free of charge either from the SEC's website at or from the Company's Investor Relations webpage at Participants in the Solicitation The Company and its directors, executive officers and other members of management and employees, under SEC rules, will be deemed to be 'participants' in the solicitation of proxies from stockholders of the Company in favor of the proposed transaction. Information about the Company's directors and executive officers is set forth in the Company's Proxy Statement on Schedule 14A for its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 8, 2025 (available here), under the sections 'Executive and Director Compensation', 'Beneficial Ownership of Securities' and 'Certain Relationships and Related Person Transactions'. To the extent holdings of the Company's securities by its directors or executive officers have changed since the amounts set forth in such 2025 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information concerning the interests of the Company's participants in the solicitation, which may, in some cases, be different than those of the Company's stockholders generally, will be set forth in the Company's proxy statement relating to the proposed transaction when it becomes available. TaskUs, Inc. Condensed Consolidated Statements of Income (unaudited) (in thousands, except per share data) Three months ended March 31, 2025 2024 Service revenue $ 277,792 $ 227,470 Operating expenses: Cost of services 171,181 135,411 Selling, general and administrative expense 57,424 52,904 Depreciation 10,003 10,789 Amortization of intangible assets 4,976 4,985 Gain on disposal of assets (30 ) (177 ) Total operating expenses 243,554 203,912 Operating income 34,238 23,558 Other income, net (173 ) (202 ) Financing expenses 4,663 5,538 Income before income taxes 29,748 18,222 Provision for income taxes 8,600 6,508 Net income $ 21,148 $ 11,714 Net income per common share: Basic $ 0.23 $ 0.13 Diluted $ 0.23 $ 0.13 Weighted-average number of common shares outstanding: Basic 90,040,348 88,795,211 Diluted 93,655,539 91,849,886 Expand TaskUs, Inc. Condensed Consolidated Balance Sheets (unaudited) (in thousands) March 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 196,852 $ 192,166 Accounts receivable, net of allowance for credit losses of $1,582 and $1,299, respectively 206,011 198,996 Income tax receivable 784 912 Prepaid expenses and other current assets 52,025 43,278 Total current assets 455,672 435,352 Noncurrent assets: Property and equipment, net 77,175 66,775 Operating lease right-of-use assets 50,854 47,334 Deferred tax assets 8,496 8,431 Intangibles 167,859 172,525 Goodwill 217,670 216,791 Other noncurrent assets 7,738 6,090 Total noncurrent assets 529,792 517,946 Total assets $ 985,464 $ 953,298 Liabilities and Shareholders' Equity Liabilities: Current liabilities: Accounts payable and accrued liabilities $ 56,127 $ 53,403 Accrued payroll and employee-related liabilities 50,936 54,160 Current portion of debt 16,497 14,809 Current portion of operating lease liabilities 17,800 16,087 Current portion of income tax payable 13,902 9,839 Deferred revenue 3,506 3,727 Total current liabilities 158,768 152,025 Noncurrent liabilities: Income tax payable 9,141 6,496 Long-term debt 236,389 241,357 Operating lease liabilities 35,433 32,946 Accrued payroll and employee-related liabilities 6,963 6,425 Deferred tax liabilities 18,457 17,046 Other noncurrent liabilities 2 84 Total noncurrent liabilities 306,385 304,354 Total liabilities 465,153 456,379 Total shareholders' equity 520,311 496,919 Total liabilities and shareholders' equity $ 985,464 $ 953,298 Expand TaskUs, Inc. Condensed Consolidated Statement of Cash Flows (unaudited) (in thousands) Three months ended March 31, 2025 2024 Cash flows from operating activities: Net income $ 21,148 $ 11,714 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 10,003 10,789 Amortization of intangibles 4,976 4,985 Amortization of debt financing fees 149 149 Gain on disposal of assets (30 ) (177 ) Provision for (benefit from) credit losses 283 (258 ) Unrealized foreign exchange losses on forward contracts — 1,497 Deferred taxes 74 (1,094 ) Stock-based compensation expense 8,749 10,235 Changes in operating assets and liabilities: Accounts receivable (6,657 ) 11,296 Prepaid expenses and other current assets (5,489 ) (331 ) Operating lease right-of-use assets 4,668 3,941 Other noncurrent assets (1,613 ) 207 Accounts payable and accrued liabilities 1,380 (3,866 ) Accrued payroll and employee-related liabilities (3,695 ) 805 Operating lease liabilities (4,020 ) (4,374 ) Income tax payable 6,659 5,614 Deferred revenue (228 ) 47 Other noncurrent liabilities (81 ) (2 ) Net cash provided by operating activities 36,276 51,177 Cash flows from investing activities: Purchase of property and equipment (14,480 ) (3,572 ) Net cash used in investing activities (14,480 ) (3,572 ) Cash flows from financing activities: Payments on long-term debt (3,375 ) (1,688 ) Proceeds from employee stock plans 218 195 Payments for taxes related to net share settlement (5,114 ) (1,574 ) Payments for stock repurchases (9,684 ) (2,597 ) Net cash used in financing activities (17,955 ) (5,664 ) Increase in cash and cash equivalents 3,841 41,941 Effect of exchange rate changes on cash 845 (2,367 ) Cash and cash equivalents at beginning of period 192,166 125,776 Cash and cash equivalents at end of period $ 196,852 $ 165,350 Expand TaskUs, Inc. Non-GAAP Reconciliations Adjusted EBITDA (unaudited) (in thousands, except margin amounts) Three months ended March 31, 2025 2024 Net income $ 21,148 $ 11,714 Provision for income taxes 8,600 6,508 Financing expenses 4,663 5,538 Depreciation 10,003 10,789 Amortization of intangible assets 4,976 4,985 EBITDA $ 49,390 $ 39,534 Operational efficiency costs(1) 303 — Foreign currency losses(2) 1,310 1,014 Gain on disposal of assets (30 ) (177 ) Severance costs(3) 679 487 Litigation costs(4) — 300 Stock-based compensation expense(5) 9,218 10,564 Interest income(6) (1,598 ) (1,117 ) Adjusted EBITDA $ 59,272 $ 50,605 Net Income Margin(7) 7.6 % 5.1 % Adjusted EBITDA Margin(7) 21.3 % 22.2 % Expand (1) Represents professional service fees related to certain efforts to enhance efficiency of client delivery and operations support. (2) Realized and unrealized foreign currency losses include the effect of fair market value changes of forward contracts not designated as hedging instruments and remeasurement of U.S. dollar-denominated accounts to foreign currency. (3) Represents severance payments as a result of certain cost optimization measures we undertook during the period to restructure support roles. (4) Represents only those litigation costs that are considered non-recurring and outside of the ordinary course of business. (5) Represents stock-based compensation expense, as well as associated payroll tax. (6) Represents interest earned on short-term savings, time-deposits and money market funds. (7) Net Income Margin represents net income divided by service revenue and Adjusted EBITDA Margin represents Adjusted EBITDA divided by service revenue. Expand TaskUs, Inc. Non-GAAP Reconciliations Adjusted Net Income (unaudited) (in thousands, except margin amounts) Three months ended March 31, 2025 2024 Net income $ 21,148 $ 11,714 Amortization of intangible assets 4,976 4,985 Operational efficiency costs(1) 303 — Foreign currency losses(2) 1,310 1,014 Gain on disposal of assets (30 ) (177 ) Severance costs(3) 679 487 Litigation costs(4) — 300 Stock-based compensation expense(5) 9,218 10,564 Tax impacts of adjustments(6) (1,666 ) (1,615 ) Adjusted Net Income $ 35,938 $ 27,272 Net Income Margin(7) 7.6 % 5.1 % Adjusted Net Income Margin(7) 12.9 % 12.0 % Expand (1) Represents professional service fees related to certain efforts to enhance efficiency of client delivery and operations support. (2) Realized and unrealized foreign currency losses include the effect of fair market value changes of forward contracts not designated as hedging instruments and remeasurement of U.S. dollar-denominated accounts to foreign currency. (3) Represents severance payments as a result of certain cost optimization measures we undertook during the period to restructure support roles. (4) Represents only those litigation costs that are considered non-recurring and outside of the ordinary course of business. (5) Represents stock-based compensation expense, as well as associated payroll tax. (6) Represents tax impacts of adjustments to net income which resulted in a tax benefit during the period, including stock-based compensation expense and litigation costs. After these adjustments, we applied a non-GAAP effective tax rate of 25.7% and 27.5% for the three months ended March 31, 2025 and 2024, respectively, to non-GAAP income before income taxes. (7) Net Income Margin represents net income divided by service revenue and Adjusted Net Income Margin represents Adjusted Net Income divided by service revenue. Expand TaskUs, Inc. Non-GAAP Reconciliations Adjusted EPS (unaudited) Three months ended March 31, 2025 2024 GAAP diluted EPS $ 0.23 $ 0.13 Per share adjustments to net income(1) 0.15 0.17 Adjusted EPS $ 0.38 $ 0.30 Weighted-average common shares outstanding – diluted 93,655,539 91,849,886 Expand (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. Expand TaskUs, Inc. Non-GAAP Reconciliations Free Cash Flow (unaudited) (in thousands, except percentages) Three months ended March 31, 2025 2024 Net cash provided by operating activities $ 36,276 $ 51,177 Purchase of property and equipment (14,480 ) (3,572 ) Free Cash Flow $ 21,796 $ 47,605 Payment for litigation costs 642 — Adjusted Free Cash Flow $ 22,438 $ 47,605 Conversion of Adjusted EBITDA to Free Cash Flow(1) 36.8 % 94.1 % Conversion of Adjusted EBITDA to Adjusted Free Cash Flow(1) 37.9 % 94.1 % Expand (1) Conversion of Adjusted EBITDA to Free Cash Flow represents Free Cash Flow divided by Adjusted EBITDA Conversion of Adjusted EBITDA to Adjusted Free Cash Flow represents Adjusted Free Cash Flow divided by Adjusted EBITDA. Expand Definitions of Non-GAAP Metrics 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 business on a period-over-period basis or with other businesses. During the periods presented, we excluded from Adjusted EBITDA operational efficiency costs, the effect of foreign currency gains and losses, gains and losses on disposals of assets, certain severance costs, certain non-recurring litigation costs, stock-based compensation expense and associated employer payroll tax and interest income, 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. Adjusted EBITDA Margin represents Adjusted EBITDA divided by service revenue. 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 excluded from Adjusted Net Income amortization of intangible assets, operational efficiency costs, the effect of foreign currency gains and losses, gains and losses on disposals of assets, certain severance costs, certain non-recurring litigation costs, stock-based compensation expense and associated employer payroll tax 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 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. 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. 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. Free Cash Flow Free Cash Flow is a non-GAAP liquidity measure that represents our ability to generate additional cash from our business operations. Free Cash Flow is calculated as net cash provided by operating activities in the period minus cash used for purchase of property and equipment in the period. Our management believes that the inclusion of this non-GAAP measure, when considered with our GAAP results, provides management and investors with an additional understanding of our ability to generate additional cash for ongoing business operations and other capital deployment. Adjusted Free Cash Flow is a non-GAAP liquidity measure that represents Free Cash Flow before the payment of certain litigation costs, that are considered non-recurring and outside of the ordinary course of business, which would hinder comparison of the performance of our business on a period-over-period basis or with other businesses. Our management believes that the inclusion of these supplementary adjustments to Free Cash Flow are appropriate to provide additional information to investors about these unusual items that we do not expect to continue at the same level in the future. Conversion of Adjusted EBITDA to Free Cash Flow represents Free Cash Flow divided by Adjusted EBITDA. Conversion of Adjusted EBITDA to Adjusted Free Cash Flow represents Adjusted Free Cash Flow divided by Adjusted EBITDA.
