What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-10 compared with 2026-05-07 · 84 added, 46 removed, 111 unchanged (54% of the section changed)

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The Company designs, builds, and operates AI-enabled customer experiences across live interaction channels and provides data-driven, AI-enabled digital solutions to help clients improve customer satisfaction and loyalty, increase customer revenue and profitability, and optimize overall cost to serve.

As of March 31, 2026, TTEC served approximately 750 clients across targeted industry verticals including financial services, healthcare, public sector, communications, technology, media, entertainment, travel and hospitality, automotive and retail.

As of June 30, 2026, TTEC served approximately 735 clients across targeted industry verticals including financial services, healthcare, public sector, communications, technology, media, entertainment, travel and hospitality, automotive and retail.

TTEC operates and reports its financial results of operations through two business segments:

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Together, TTEC’s ability to deliver comprehensive and transformational customer experience solutions to its clients is a marketplace differentiation, including integrated AI-enabled, CX technology and service solutions, go-to-market strategies, and innovative offerings.

During 2026, the TTEC global operating platform delivered onshore, nearshore, and offshore services in 21 countries on six continents -- the United States, Australia, Brazil, Bulgaria, Canada, Colombia, Costa Rica, Egypt, Germany, Greece, India, Ireland, Malaysia, Mexico, the Netherlands, New Zealand, the Philippines, Poland, South Africa, Thailand, and the United Kingdom, with contributions from approximately 47,200 customer care associates, consultants, technologists, and CX professionals.

Our revenue for first quarter 2026 was $496.2 million, of which approximately $101.9 million, or 20.5%, was generated from our TTEC Digital segment and $394.3 million, or 79.5%, was generated from our TTEC Engage segment.

During 2026, the TTEC global operating platform delivered onshore, nearshore, and offshore services in 22 countries on six continents -- the United States, Australia, Brazil, Bulgaria, Canada, Colombia, Costa Rica, Egypt, Germany, Greece, India, Ireland, Malaysia, Mexico, the Netherlands, New Zealand, the Philippines, Poland, South Africa, Spain, Thailand, and the United Kingdom, with contributions from approximately 44,900 customer care associates, consultants, technologists, and CX professionals.

Our revenue for second quarter 2026 was $455.5 million, of which approximately $104.0 million, or 23%, was generated from our TTEC Digital segment and $351.5 million, or 77%, was generated from our TTEC Engage segment.

To advance our competitive position in a rapidly changing market and to provide our clients with modernized CX technology and service solutions, we continue to invest in innovation and service offerings for both mainstream and high-growth disruptive businesses, diversifying and strengthening our core customer care services with technology-enabled, outcomes-focused services, data analytics, insights, and consulting.

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Financial Highlights

In the first quarter of 2026, our revenue decreased $38.1 million, or 7.1%, to $496.2 million over the same period in 2025 including an increase of $7.8 million, or 1.6%, due to foreign currency fluctuations.

The decrease in revenue was comprised of a $6.2 million, or 5.7%, decrease for TTEC Digital and a decrease of $31.9 million, or 7.5%, for TTEC Engage.

Our first quarter 2026 income (loss) from operations decreased $5.7 million to $18.5 million or 3.7% of revenue, compared to $24.2 million, or 4.5% of revenue in the first quarter of 2025.

In the second quarter of 2026, our revenue decreased $58.1 million, or 11.3%, to $455.5 million over the same period in 2025 including a decrease of $0.3 million, or 0.1%, due to foreign currency fluctuations.

The decrease in revenue was comprised of $9.7 million, or 8.5%, decrease for TTEC Digital and a decrease of $48.4 million, or 12.1%, for TTEC Engage.

Our second quarter 2026 income (loss) from operations decreased $7.9 million to $11.0 million or 2.4% of revenue, compared to $18.9 million, or 3.7% of revenue in the second quarter of 2025.

The TTEC Digital operating margin decreased 3.6% over the same period last year primarily due to lower margins in our recurring and professional services business.

The TTEC Engage operating margin was flat over the same period last year.

Income (loss) from operations in the first quarter of 2026 and 2025 included $2.0 million and $2.8 million, respectively, of restructuring charges and asset impairments.

The TTEC Engage operating margin decreased 0.7% over the same period last year primarily due to a decline in revenue that exceeded the reduction in operating expenses.

Income (loss) from operations in the second quarter of 2026 and 2025 included $4.3 million and $1.9 million, respectively, of restructuring charges and asset impairments.

Our offshore customer experience centers spanning 13 countries serve clients based in the U.S.

and in other countries with 22,000 workstations, representing 83% of our global delivery capability.

Revenue for our TTEC Engage segment provided in these offshore locations represented 40% of our revenue for the first quarter of 2026, as compared to 34% of our revenue for the corresponding period in 2025.

Revenue for our TTEC Engage segment provided in these offshore locations represented 43% of our revenue for the second quarter of 2026, as compared to 37% of our revenue for the corresponding period in 2025.

Our seat utilization is defined as the total number of utilized workstations compared to the total number of available production workstations.

As of March 31, 2026, the total production workstations for our TTEC Engage segment was 26,850, a net decrease of 2,290 workstations over the same period last year, with an overall capacity utilization 72% versus 71% in the prior year period, The increase was due to targeted seat reductions in the United States and Philippines along with country exits in Honduras and Rwanda.

As of June 30, 2026, the total production workstations for our TTEC Engage segment was 26,800 with an overall capacity utilization of 70% versus 71% in the prior year period.

The decrease was primarily driven by reduced client forecasts, partially offset by targeted seat reductions in the United States and Philippines along with country exits in Honduras and Rwanda.

We plan to continue to selectively retain and grow capacity and expand into new offshore markets, while maintaining appropriate capacity onshore.

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Redomestication to Texas.

As part of its 2026 Annual Meeting, the Company is seeking approval from its stockholders to redomesticate to Texas from the Company’s current state of incorporation in Delaware.

The TTEC Board’s determined that the redomestication to Texas is in the best interests of the Company and its stockholders.

At the Company’s Annual Meeting of Stockholders held on May 21, 2026, (the “Annual Stockholders Meeting”), the stockholders approved the redomestication of the Company from Delaware to Texas by conversion (the “Redomestication”).

The TTEC Board determined that the Redomestication was in the best interests of the Company and its stockholders.

The Board’s decision to recommend that the Company’s stockholders vote to approve the Redomestication was the result of extensive deliberations and consideration, including evaluation by the Company’s fully independent Nominating and Governance Committee and discussions with management and legal counsel.

The Company and its Board believe that the redomestication is in the best interests of the Company and its stockholders because of the Company's strong operational nexus to the state of Texas and because the Company believes that the move would reduce the potential for opportunistic and frivolous litigation, reduce operational costs for the Company, while preserving and potentially even enhancing shareholder rights and providing operational flexibility.

If the shareholders vote to approve redomestication at the Annual Meeting on May 21, 2026, the Company plans to affect the redomestication via conversion from a corporation organized under the laws of the State of Delaware to a corporation under the laws of the State of Texas in the second quarter of 2026.

The Company and its Board believe that the Redomestication is in the best interests of the Company and its stockholders because of the Company's strong operational nexus to the state of Texas and because the Company believes that the move reduces the potential for opportunistic and frivolous litigation and operational costs for the Company, while preserving and potentially even enhancing shareholder rights and providing operational flexibility.

The Redomestication became effective on May 28, 2026 (the “effective Time”), at which time the Company converted from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Texas.

In connection with the Redomestication, the Company’s stockholders are subject to the Texas Certificate of Formation and Texas Bylaws in place of the Company’s prior Delaware charter and Bylaws.

Certain rights of the Company’s stockholders were changed as a result of the Redomestication, as more fully described in the Company’s Current Report on Form 8-K filed with the SEC on May 27, 2026 and in the Company’s definitive proxy statement on Schedule 14A for the Annual Stockholders Meeting filed with the SEC on April 10, 2026.

Exploration of Strategic Alternatives for TTEC Digital

On August 10, 2026, TTEC announced that its Board of Directors authorized management to evaluate potential strategic alternatives for its TTEC Digital business to best position it to realize its full growth potential and maximize shareholder value.

While the Board is prepared to consider a range of alternatives, it will prioritize transactions that sustain and enhance the continued commercial collaboration and innovation between TTEC Engage and TTEC Digital.

PJT Partners is serving as an independent financial advisor to TTEC in connection with the review of strategic alternatives.

The Board has not set a deadline or definitive timeline for the completion of this review, and the Company does not intend to disclose developments unless or until a definitive agreement is executed or the Board determines that further disclosure is appropriate or required.

There can be no assurance that this process will result in any particular transaction or outcome.

Smaller Reporting Company Status

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Results of Operations

Three months ended March 31, 2026 compared to three months ended March 31, 2025

The tables included in the following sections are presented to facilitate an understanding of Management’s Discussion and Analysis of Financial Condition and Results of Operations and present certain information by segment for the three months ended March 31, 2026 and 2025 (amounts in thousands).

Three months ended June 30, 2026 compared to three months ended June 30, 2025

All intercompany transactions between the reported segments for the periods presented have been eliminated.

Three Months Ended March 31,

Three Months Ended June 30,

Operating Income

Operating Margin

The decrease in revenue for the TTEC Digital segment was driven by lower recurring and professional services revenue.

The decrease in revenue for the TTEC Digital segment was driven by lower recurring revenue and a one-time asset sale in the prior year period.

The operating income decrease was primarily related to lower margins in our recurring and professional services business.

Operating income as a percentage of revenue decreased to 1.3% in the first quarter of 2026 as compared to 5.4% in the prior period.

Included in operating income was amortization expense related to acquired intangibles of $3.7 million and $3.7 million for the quarters ended March 31, 2026 and 2025, respectively.

Three Months Ended March 31,

Included in operating income was amortization expense related to acquired intangibles of $3.6 million and $3.7 million for the quarters ended June 30, 2026 and 2025, respectively.

Three Months Ended June 30,

Operating Income

Operating Margin

The decrease in revenue for the TTEC Engage segment is primarily due to the completion of a prior year short-term contract and Management’s continuous evaluation of its remaining portfolio.

TTEC Engage’s operating income as a percentage of revenue was flat at 4.3% over the same period last year.

Included in operating income was amortization expense related to acquired intangibles of $4.0 million and $4.1 million for the quarters ended March 31, 2026 and 2025, respectively.

The decrease in revenue for the TTEC Engage segment is primarily due to client attrition and the absence of revenue from a short-term contract that was completed during the prior year period.

TTEC Engage’s operating income decreased as a percentage of revenue was primarily related to lower revenue, which exceeded the benefit of reduced operating expenses.

Included in operating income was amortization expense related to acquired intangibles of $4.0 million and $4.1 million for the quarters ended June 30, 2026 and 2025, respectively.

Interest Income (Expense)

For the three months ended March 31, 2026 interest income decreased to $0.5 million from $4.6 million in the same period in 2025 due to lower interest income on an aged VAT receivable.

For the three months ended June 30, 2026 interest income decreased to $0.1 million from $3.2 million in the same period in 2025 due to lower interest income on an aged VAT receivable received during the prior year period.

Interest expense decreased to $16.7 million during 2026 from $18.2 million during 2025 due to lower utilization and lower rates.

Other Income (Expense)

For the three months ended March 31, 2026 Other income (expense), net decreased to income of $0.7 million from income of $3.6 million during the prior year quarter.

Included in the three months ended March 31, 2025 was a $3.9 million gain related to a recovery of an aged VAT receivable.

The effective tax rate for the three months ended March 31, 2026 was 297.6%.

For the three months ended June 30, 2026 Other income (expense), net increased to income of $1.2 million from expense of $0.3 million during the prior year quarter.

Included in the three months ended June 30, 2026 was a $1.0 million gain due to changes in foreign currency rates.

Included in the three months ended June 30, 2025 was a $2.7 million gain related to a recovery of an aged VAT receivable.

The effective tax rate for the three months ended June 30, 2026 was 195.5%.

This compares to an effective tax rate of 288.7% for the comparable period of 2025.

The effective tax rate for the three months ended March 31, 2026 is primarily driven by the distribution of income between the U.S.

The effective tax rate for the three months ended June 30, 2026 is primarily driven by the distribution of income between the U.S.

and international tax jurisdictions, earnings in international jurisdictions currently under an income tax holiday, foreign currency gains and losses, and the impact of valuation allowances in the United States and several other jurisdictions.

Six months ended June 30, 2026 compared to six months ended June 30, 2025

The tables included in the following sections are presented to facilitate an understanding of Management’s Discussion and Analysis of Financial Condition and Results of Operations and present certain information by segment for the six months ended June 30, 2026 and 2025 (in thousands).

All intercompany transactions between the reported segments for the periods presented have been eliminated.

Six Months Ended June 30,

Operating Income

Operating Margin

The decrease in revenue for the TTEC Digital segment was driven by lower recurring revenue and one-time on-premise related revenue.

The operating income decrease is primarily attributable to lower margins in our recurring and professional services revenue.

Included in operating income was amortization expense related to acquired intangibles of $7.3 million and $7.3 million for the six months ended June 30, 2026 and 2025, respectively.

Six Months Ended June 30,

Operating Income (loss)

Operating Margin

The decrease in revenue for the TTEC Engage segment is primarily due to client attrition and the absence of revenue from a short-term contract that was completed during the prior year period.

The change in operating income (loss) was primarily related to lower revenue which exceeded the benefit of reduced operating expenses.

Included in operating income was amortization expense related to acquired intangibles of $8.1 million and $8.1 million for the six months ended June 30, 2026 and 2025, respectively.

Interest Income (Expense)

For the six months ended June 30, 2026 interest income decreased to $0.5 million from $7.8 million in the same period in 2025 due to $7.3 million of interest income on an aged VAT receivable during the six months period ended June 30, 2025.

Interest expense decreased to $33.7 million during 2026 from $38.0 million during 2025 due to lower utilization and lower rates.

Other Income (Expense)

For the six months ended June 30, 2026 Other income (expense), net decreased to net income of $1.8 million from net income of $3.3 million during the prior year period.

Included in the six months ended June 30, 2026 was a $1.3 million gain due to change in foreign currency rates.

Included in the six months ended June 30, 2025 was a $6.6 million gain related to a recovery of an aged VAT receivable.

The effective tax rate for the six months ended June 30, 2026 was 920.4%.

This compared to an effective tax rate of 121.6% for the comparable period of 2025.

The effective tax rate for the six months ended June 30, 2026 is primarily driven by the distribution of income between the U.S.

Liquidity and Capital Resources

Our principal sources of liquidity are our cash generated from operations, our cash and cash equivalents, and borrowings under our Credit Facility.

During the three months ended March 31, 2026, we generated operating cash flows of $27.5 million.

During the six months ended June 30, 2026, we generated operating cash flows of $78.9 million.

We believe that our cash generated from operations, existing cash and cash equivalents, and available credit will be sufficient to meet expected operating and capital expenditure requirements for the next 12 months.

However, if our access to capital is restricted or our borrowing costs increase, our operations and financial condition could be adversely impacted.

The Company believes that the Tenth Amendment to the Credit Facility provides additional liquidity and flexibility to support ongoing operations in the short term.

The increased pricing, reduced size of the Credit Facility, and more restrictive covenants may limit the Company’s ability to pursue certain strategic initiatives, including acquisitions.

Management expects to continue to monitor the credit markets and, it is actively seeking alternative credit arrangements designed to provide the Company with greater flexibility.

Pending any refinancing of the Credit Facility, management will continue to evaluate the impact of these changes on the Company’s financial position and results of operations.

On August 7, 2026, we entered into the Eleventh Amendment to our Credit Agreement, which reduced our revolving credit facility commitment to $975.0 million, increased the SOFR credit margin from 3.00% to 3.25% through September 30, 2026, and from 6.00% to 6.25% thereafter, expanded the collateral and guarantee package (including certain assets of certain foreign subsidiaries and equity interests therein), and imposed additional restrictions on indebtedness, liens, investments, dispositions, acquisitions, and restricted payments.

At the same time, the Eleventh Amendment eased certain of our financial covenants, increasing the maximum permitted net leverage ratio to up to 4.25 in fiscal 2026 and up to 4.00 in fiscal 2027 and reducing the minimum required interest coverage ratio to 2.00 in fiscal 2027, which we believe provides additional covenant compliance headroom necessary to operate the business.

The Company’s actual net leverage ratio of 3.85 as of June 30, 2026 exceeded the 3.75 maximum net leverage ratio then applicable to the quarter under the Tenth Amendment.

To secure compliance with net leverage ratio for the quarter ended June 30, 2026, on July 15, 2026, prior to finalizing our financial statements for the quarter, we obtained a waiver, of the maximum net leverage ratio covenant for the quarter.

We are also in discussions with our lender group regarding a potential extension of the maturity of the Credit Facility beyond 2027.

We believe these amended terms, together with the covenant relief described above, will support our liquidity and covenant compliance over the next twelve months.

We manage a centralized global treasury function in the United States with a focus on safeguarding and optimizing the use of our global cash and cash equivalents.

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We are also exposed to interest rate fluctuations associated with our variable rate debt.

The following discussion highlights our cash flow activities during the three months ended March 31, 2026 and 2025.

The following discussion highlights our cash flow activities during the six months ended June 30, 2026 and 2025.

Cash and Cash Equivalents

We consider all liquid investments purchased within three months of their original maturity to be cash equivalents.

Our cash and cash equivalents totaled $88.7 million and $82.9 million as of March 31, 2026 and December 31, 2025, respectively.

Our cash and cash equivalents totaled $93.9 million and $82.9 million as of June 30, 2026 and December 31, 2025, respectively.

We reinvest our cash flows to grow our client base, expand our infrastructure, invest in research and development, make strategic acquisitions and to pay dividends.

Cash Flows from Operating Activities

For the three months ended March 31, 2026 and 2025, net cash flows provided by operating activities was $27.5 million and $21.6 million, respectively.

The increase is primarily due to a $18.3 million increase in net working capital offset by $12.4 million decrease in net cash income from operations.

For the six months ended June 30, 2026 and 2025, net cash flows provided by operating activities was $78.9 million and $114.3 million, respectively.

The decrease is primarily due to a $21.6 million decrease in net cash income from operations and a $13.8 million decrease in net working capital.

Cash Flows from Investing Activities

For the three months ended March 31, 2026 and 2025, net cash flows used in investing activities was $4.9 million and $5.3 million, respectively.

The decrease was due to a $1.3 million increase in asset sales offset by a $1.0 million increase in capital expenditures.

For the six months ended June 30, 2026 and 2025, net cash flows used in investing activities was $17.6 million and $12.4 million, respectively.

The increase was primarily due to a $6.5 million increase in capital expenditures.

Cash Flows from Financing Activities

For the three months ended March 31, 2026 and 2025, net cash flows used in financing activities was $18.4 million and $13.7 million, respectively.

For the six months ended June 30, 2026 and 2025, net cash flows used in financing activities was $51.4 million and $98.9 million, respectively.

The change in net cash flows from 2025 to 2026 was primarily due to a $42.5 million net change in the line of credit.

Free Cash Flow

Free cash flow (see “Presentation of Non-GAAP Measurements” below for the definition of free cash flow) increased for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in net working capital and cash from operations.

Free cash flow was $21.1 million and $16.2 million for the three months ended March 31, 2026 and 2025, respectively.

Free cash flow (see “Presentation of Non-GAAP Measurements” below for the definition of free cash flow) decreased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to a decrease in net working capital and cash from operations.

Free cash flow was $59.8 million and $101.7 million for the six months ended June 30, 2026 and 2025, respectively.

Presentation of Non-GAAP Measurements

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The following table reconciles net cash provided by operating activities to free cash flow for our consolidated results (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net cash provided by operating activities

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Client Concentration

During the three months ended March 31, 2026 and 2025, one of our clients represented more than 10% of our total revenue.

Our five largest clients, collectively, accounted for 33.4% and 31.2% of our consolidated revenue for the three months ended March 31, 2026 and 2025, respectively.

During the six months ended June 30, 2026 and 2025, one of our clients represented more than 10% of our total revenue.

Our five largest clients, collectively, accounted for 34.7% and 32.2% of our consolidated revenue for the three months ended June 30, 2026 and 2025, respectively, and 34.0% and 31.3% of our consolidated revenue for the six months ended June 30, 2026 and 2025, respectively.

We have had long-term relationships with our top five TTEC Engage clients, ranging from 6 to 26 years, with all of these clients having completed multiple contract renewals with us.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis