Mastech Digital, Inc.
For the period ended Jun 30, 2025. Filed Aug 13, 2025.
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Jun 30, 2025 · Filed Aug 13, 2025
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 AND 2024
| 1. | Description of Business and Basis of Presentation: |
Basis of Presentation
References in this Quarterly Report on Form
10-Q
to “we”, “our”, “Mastech Digital”, “Mastech” or “the Company” refer collectively to Mastech Digital, Inc. and its wholly owned operating subsidiaries, which are included in these Condensed Consolidated Financial Statements (the “Financial Statements”).
Description of Business
We are a provider of Digital Transformation IT Services to mostly large and
medium-sized
organizations.
Our portfolio of offerings includes data management and analytics services, digital learning services and IT staffing services.
With our 2017 acquisition of the services division of Canada-based InfoTrellis, Inc. (“InfoTrellis”), we added specialized capabilities in delivering data and analytics services to our customers, which became our Data and Analytics Services segment. This segment offers project-based consulting services in the areas of data management, data engineering and data science, with such services delivered using
on-site
and offshore resources. In October 2020, we acquired AmberLeaf Partners, Inc. (“AmberLeaf”), a Chicago-based customer experience consulting firm. This acquisition expanded our Data and Analytics Services segment’s capabilities in customer experience strategy and managed services offering for a variety of Cloud-based enterprise applications across sales, marketing and customer services organizations.
Our IT staffing services segment combines technical expertise with business process experience to deliver a broad range of staffing services in digital and mainstream technologies. Our digital technologies include data management, analytics, cloud, mobility, social and artificial intelligence. We work with businesses and institutions with significant IT spending and recurring staffing service needs. We also support smaller organizations with their “project focused” temporary IT staffing requirements.
Accounting Principles
The accompanying Financial Statements have been prepared by management in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting principally of normal recurring adjustments, considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Financial Statements and the accompanying notes. Actual results could differ from these estimates. These Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2024, included in our Annual Report on Form
10-K
filed with the SEC on March 14, 2025. Additionally, our operating results for the three and six months ended June 30, 2025, are not necessarily indicative of the results that can be expected for the year ending December 31, 2025 or for any other period.
Principles of Consolidation
The Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.
Critical Accounting Policies
Please refer to Note 1 “Summary of Significant Accounting Policies” of the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Estimates” in our Annual Report on Form
10-K
for the year ended December 31, 2024, for a more detailed discussion of our significant accounting policies and critical accounting estimates. There were no material changes to these critical accounting policies during the six months ended June 30, 2025.
Segment Reporting
The Company has two reportable segments, in accordance with Accounting Standards Committee (“ASC”) Topic 280 “Disclosures About Segments of an Enterprise and Related Information”: Data and Analytics Services and IT Staffing Services.
| 2. | Revenue from Contracts with Customers |
The Company recognizes revenue on
time-and-material
contracts over time as services are performed and expenses are incurred.
Time-and-material
contracts typically bill at an agreed-upon hourly rate, plus
out-of-pocket
expense reimbursement.
Out-of-pocket
expense reimbursement amounts vary by assignment, but on average represent less than 2% of the total contract revenues. Revenue is earned on a per transaction or labor hour basis, as that amount directly corresponds to the value of the Company’s performance. Revenue recognition is negatively impacted by holidays and consultant vacation and sick days.
The Company recognizes revenue on fixed price contracts over time as services are rendered and uses a cost-based input method to measure progress. Determining a measure of progress requires management to make judgments that affect the timing of revenue recognized. Under the cost-based input method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. The Company has determined that the cost-based input method provides a fair depiction of the transfer of goods or services to the customer. Estimated losses are recognized immediately in the period in which current estimates indicate a loss. We record deferred revenues when cash payments are received or due in advance of our performance, including amounts which may be refundable.
The Company’s
time-and-material
and fixed price revenue streams are recognized over time as the customer receives and consumes the benefits of the Company’s performance as the work is performed.
In certain situations related to client direct hire assignments, where the Company’s fee is contingent upon the hired resources continued employment with the client, revenue is not fully recognized until such employment conditions are satisfied.
We do not sell, lease or otherwise market computer software or hardware, and, essentially,100% of our revenue is derived from the sale of data and analytics, IT staffing and digital transformation services. We expense sales commissions in the same period in which revenues are realized. These costs are recorded within sales, general and administrative expenses.
Each contract the Company enters into is assessed to determine the promised services to be performed and includes identification of the performance obligations required by the contract. In substantially all of our contracts, we have identified a single performance obligation for each contract either because the promised services are distinct, or the promised services are highly interrelated and interdependent and therefore represent a combined single performance obligation.
Our Data and Analytics Services segment provides specialized capabilities in delivering data management and analytics services to its customers globally. This business offers project-based consulting services in the areas of Master Data Management, Enterprise Data Integration, Big Data, Analytics and Digital Transformation, which can be delivered using onsite and offshore resources.
Our IT Staffing Services segment combines technical expertise with business process experience to deliver a broad range of services in digital and mainstream technologies. Our digital technology stack includes data management and analytics, cloud, mobility, social and automation. Our mainstream technologies include business intelligence / data warehousing; web services; enterprise resource planning & customer resource management; and
e-Business
solutions. We work with businesses and institutions with significant IT spend and recurring staffing needs. We also support smaller organizations with their “project focused” temporary IT staffing requirements. In late 2023, we expanded our service offerings to include engineering staffing services. Substantially all of our revenue is recognized over time.
The following table depicts the disaggregation of our revenues by contract type and operating segment:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| Data and Analytics Services Segment | ||||
| Time-and-material Contracts | $7,827 | $6,183 | $13,475 | $12,294 |
| Fixed-price Contracts | 762 | 2,693 | 4,074 | 4,649 |
| Subtotal Data and Analytics Services | $8,589 | $8,876 | $17,549 | $16,943 |
| IT Staffing Services Segment | ||||
| Time-and-material Contracts | $40,508 | $40,658 | $79,865 | $79,414 |
| Fixed-price Contracts | — | — | — | — |
| Subtotal IT Staffing Services | $40,508 | $40,658 | $79,865 | $79,414 |
| Total Revenues | $49,097 | $49,534 | $97,414 | $96,357 |
For the three months ended June 30, 2025, the Company hadthree clients (Fidelity =15.0%, Populus =12.4% and CGI =11.0%) that
e
ach
exceeded 10% of total revenues. For the six months ended June 30, 2025, the Company had the same three clients (Fidelity =14.0%, Populus =12.1% and CGI =11.5%) that
e
ach
exceeded 10% of total revenues. For the three months ended June 30, 2024, the Company hadtwo clients (CGI =14.9% and Allegis =10.7%) that
e
ach
exceeded 10% of total revenues. For the six months ended June 30, 2024, the Company had the sametwo clients (CGI =16.1% and Allegis =10.1%) that
e
ach
exceeded 10% of total revenues.
The Company’s top ten clients represented approximately 58% and 53% of total revenues for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, the Company’s top ten clients represented approximately 58% and 52% of total revenues, respectively.
The following table presents our revenue from external customers disaggregated by geography, based on the work location of our customers:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| United States | $48,582 | $48,515 | $96,334 | $94,631 |
| Canada | 146 | 308 | 276 | 602 |
| India and Other | 369 | 711 | 804 | 1,124 |
| Total revenues | $49,097 | $49,534 | $97,414 | $96,357 |
| 3. | Goodwill and Other Intangible Assets, net |
Goodwill of $8.4 million related to our IT Staffing Services segment resulted from the 2015 acquisition of Hudson Global Resources Management’s U.S. IT staffing business. Goodwill related to our Data and Analytics Services segment includes our 2017 acquisition of the services division of InfoTrellis, which totaled $27.4 million, and our 2020 acquisition of AmberLeaf, which totaled $6.4 million. The Company recorded a $5.3 million goodwill impairment related to the Data and Analytics Services segment in 2023 and a $9.7 million goodwill impairment in 2018. The impairments were primarily attributable to declines in revenue levels and lower future revenue projections.
A continued decline in our Data and Analytics Services segment may potentially affect the implied fair value of Goodwill. Should this type of trend persist, there is the risk that a goodwill impairment charge may be required in a future reporting period.
A reconciliation of the beginning and ending amounts of goodwill by operating segment for the periods ended June 30, 2025 and December 31, 2024 is as follows:
| Six Months Ended June 30, 2025 | Twelve Months Ended December 31, 2024 | |
|---|---|---|
| (in thousands) | ||
| IT Staffing Services: | ||
| Beginning balance | $8,427 | $8,427 |
| Goodwill recorded | — | — |
| Impairment | — | — |
| Ending Balance | $8,427 | $8,427 |
| Six Months Ended June 30, 2025 | Twelve Months Ended December 31, 2024 | |
|---|---|---|
| (in thousands) | ||
| Data and Analytics Services: | ||
| Beginning balance | $18,783 | $18,783 |
| Goodwill recorded | — | — |
| Impairment | — | — |
| Ending Balance | $18,783 | $18,783 |
The Company is amortizing the identifiable intangible assets on a straight-line basis over estimated average lives ranging from 3 to 12 years. Identifiable intangible assets were comprised of the following as of June 30, 2025 and December 31, 2024:
| (Amounts in thousands) | Amortization Period (In Years) | Gross Carrying Value | Accumulative Amortization | Net Carrying Value |
|---|---|---|---|---|
| IT Staffing Services: | ||||
| Client relationships | 12 | $7,999 | $6,694 | $1,305 |
| Covenant-not-to-compete | 5 | 319 | 319 | — |
| Trade name | 3 | 249 | 249 | — |
| Data and Analytics Services: | ||||
| Client relationships | 12 | 19,641 | 12,231 | 7,410 |
| Covenant-not-to-compete | 5 | 1,201 | 1,179 | 22 |
| Trade name | 5 | 1,711 | 1,686 | 25 |
| Technology | 7 | 1,979 | 1,732 | 247 |
| Total Intangible Assets | $33,099 | $24,090 | $9,009 | |
| (Amounts in thousands) | Amortization Period (In Years) | Gross Carrying Value | Accumulative Amortization | Net Carrying Value |
|---|---|---|---|---|
| IT Staffing Services: | ||||
| Client relationships | 12 | $7,999 | $6,361 | $1,638 |
| Covenant-not-to-compete | 5 | 319 | 319 | — |
| Trade name | 3 | 249 | 249 | — |
| Data and Analytics Services: | ||||
| Client relationships | 12 | 19,641 | 11,413 | 8,228 |
| Covenant-not-to-compete | 5 | 1,201 | 1,135 | 66 |
| Trade name | 5 | 1,711 | 1,637 | 74 |
| Technology | 7 | 1,979 | 1,677 | 302 |
| Total Intangible Assets | $33,099 | $22,791 | $10,308 | |
Amortization expense for the three and
periods ended June 30, 2025 totaled $649,000 and $1.3 million, respectively and is included in selling, general and administrative expenses in the Consolidated Statement of Operations. For the three and
periods ended June 30, 2024
,
amortization expense was $693,000 and $1.4 million, respectively.
The estimated aggregate amortization expense for intangible assets for the years ending December 31, 2025 through 2029 is as follows:
| Years Ended December 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2026 | 2027 | 2028 | 2029 | |
| (Amounts in thousands) | |||||
| Amortization expense | $2,553 | $2,413 | $2,025 | $1,637 | $1,000 |
| 4. | Leases |
The Company rents certain office facilities and equipment under noncancelable operating leases. As of June 30, 2025, approximately 94,000 square feet of office space is utilized for our sales and recruiting offices, delivery centers, and corporate headquarters. All of our leases are classified as operating leases. The average initial lease term is 3.9 years. Several leases have an option to renew, at our sole discretion, for an additional term. Our present lease terms range from less thanone year to 4.3 years with a weighted average of 2.7 years. Leases with an initial term of twelve months or less are not recorded on the balance sheet.
The following table summarizes the balance sheet classification of the lease assets and related lease liabilities:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| (in thousands) | ||
| Assets: | ||
| Long-term operating lease right-of-use assets | $3,192 | $3,832 |
| Liabilities: | ||
| Short-term operating lease liability | $1,313 | $1,265 |
| Long-term operating lease liability | 1,825 | 2,486 |
| Total Liabilities | $3,138 | $3,751 |
Future minimum rental payments for office facilities and equipment under the Company’s noncancelable operating leases are as follows:
| (in thousands) | |
|---|---|
| 2025 (for remainder of year) | $725 |
| 2026 | 1,440 |
| 2027 | 775 |
| 2028 | 259 |
| 2029 | 196 |
| Thereafter | — |
| Total | $3,395 |
| Less: Imputed interest | (257) |
| Present value of operating lease liabilities | $3,138 |
The weighted average discount rate used to calculate the present value of future lease payments was 5.6%.
We recognize rent expense for these leases on a straight-line basis over the lease term. Rental expense for the three and six months ended June 30, 2025 totaled $0.4 million and $0.8 million, respectively. Rental expense for the three and six months ended June 30, 2024 totaled $0.3 million and $0.7 million, respectively.
Total cash paid for lease liabilities for the three and six months ended June 30, 2025 totaled $0.3 million and $0.7 million, respectively. Total cash paid for lease liabilities for the three and six months ended June 30, 2024 totaled $0.3 million and $0.7 million, respectively.
There wereno new leases entered into during the three and six months ended June 30, 2025 and 2024. New leases are considered
non-cash
transactions.
| 5. | Commitments and Contingencies |
In the ordinary course of our business, the Company is involved in a number of lawsuits and administrative proceedings. While uncertainties are inherent in the final outcome of these matters, the Company’s management believes, after consultation with legal counsel, that the disposition of these proceedings should not have a material adverse effect on our financial position, results of operations or cash flows.
| 6. | Employee Benefit Plan |
The Company provides an Employee Retirement Savings Plan (the “Retirement Plan”) under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), that covers substantially all U.S. based salaried and
hourly employees. Employees may contribute a percentage of eligible compensation to the Retirement Plan, subject to certain limits under the Code. The Company didnot provide for any matching contributions for the three and six months ended June 30, 2025, and 2024.
| 7. | Stock-Based Compensation |
In 2008, the Company adopted a Stock Incentive Plan. This stock incentive plan was amended and restated effective as of May 14, 2024 and further amended on May 14, 2025 (as amended from time to time, the “Plan”). The Plan provides that up to 6,200,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) shall be allocated for issuance to directors, officers, employees and consultants of the Company. Grants under the Plan may be made in the form of stock options, stock appreciation rights, performance share awards, restricted stock awards or stock awards.
On December 10, 2024, the Board approved and adopted the 2024 Inducement Stock Incentive Plan and reserved 1,500,000 shares of Common Stock for issuance of awards under the 2024 Inducement Stock Incentive Plan. The 2024 Inducement Stock Incentive Plan was approved and adopted without shareholder approval pursuant to NYSE American Guide Rule 711 and provided for grants of
non-qualified
stock options, restricted stock awards, stock awards, performance share awards and other stock-based awards (each, an “Inducement Award”). Effective May 14, 2025, the 2024 Inducement Stock Incentive Plan was terminated, which means that no further grants can be made under the 2024 Inducement Stock Incentive Plan but existing outstanding awards granted pursuant to this plan continue to be governed by the plan’s terms. The 2024 Inducement Stock Incentive Plan was established exclusively to grant equity awards to individuals who were not previously employees or directors of the Company, as an inducement to join the Company.
During the three months ended June 30, 2025, the Company granted zero restricted share units and 235,000 stock options at a strike price of $7.51 under the Plan. During the three months ended June 30, 2024, the Company granted zero restricted share units and 140,000 stock options at a strike price of $8.59 under the Plan.
During the six months ended June 30, 2025, the Company granted 22,140 restricted share units and 235,000 stock options at an average strike price of $7.51 under the Plan and 702,358
stock options at a strike price
of $15.41 under the
Inducement Stock Incentive Plan. During the six months ended June 30, 2024, the Company granted 29,612 restricted share units and 525,000 stock options at an average strike price of $8.41 under the Plan. As of June 30, 2025 there were 1,054,000 shares of Common Stock available for grants under the Plan.
Stock-based compensation expense for the three months ended June 30, 2025 and 2024 was $714,000 and $461,000, respectively, and for the six months ended June 30, 2025 and 2024 was $1.6 million and $1.0 million, respectively. Stock-based compensation expense is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.
During the three and six months ended June 30, 2025, the Company issued 18,010 and 39,931 shares, respectively, related to the grant of restricted share units and the exercise of stock options. During the three and six months ended June 30, 2024, the Company issued 50,719 and 70,643 shares, respectively, related to the grant of restricted share units and the exercise of stock options.
In October 2018, the Board of Directors of the Company approved the Mastech Digital, Inc. 2019 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). The Employee Stock Purchase Plan is intended to meet the requirements of Section 423 of the Code and was approved by the Company’s shareholders to be qualified. On May 15, 2019, the Company’s shareholders approved the Employee Stock Purchase Plan. Under the Employee Stock Purchase Plan,600,000 shares of Common Stock (subject to adjustment upon certain changes in the Company’s capitalization) are available for purchase by eligible employees who become participants in the Employee Stock Purchase Plan. The purchase price per share is 85% of the lesser of (i) the fair market value per share of Common Stock on the first day of the offering period, or (ii) the fair market value per share of Common Stock on the last day of the offering period.
The Company’s eligible full-time employees are able to contribute up to 15% of their base compensation into the Employee Stock Purchase Plan, subject to an annual limit of $25,000 per person. Employees are able to purchase Company Common Stock at a 15% discount to the lower of the fair market value of the Company’s Common Stock on the initial or final trading dates of each
offering period. Offering periods begin on January 1 and July 1 of each year. The Company uses the Black-Scholes option pricing model to determine the fair value of Employee Stock Purchase Plan share-based payments. The fair value of the
“look-back” option in the Company’s Employee Stock Purchase Plan is estimated by adding the fair value of 15% of one share of stock to 85% of the fair value of an option on one share of stock. The Company utilized U.S. Treasury yields as of the grant date for its risk-free interest rate assumption, matching the Treasury yield terms to the
offering period. The Company utilized historical company data to develop its dividend yield and expected volatility assumptions.
During the three and six months ended June 30, 2025 and 2024, there were 11,483 shares and 21,329 shares issued under the Employee Stock Purchase Plan at a share price of $6.09 and $6.38, respectively. Stock-based compensation expense related to the Stock Purchase Plan for the three months ended June 30, 2025 and 2024 totaled $21,000 and $27,000, respectively. Stock-based compensation expense related to the Stock Purchase Plan for the six months ended June 30, 2025 and 2024 totaled $42,000 and $54,000, respectively, and is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations for the six months ended June 30, 2025 and 2024. As of June 30, 2025, there were 420,576 shares available for purchases under the Employee Stock Purchase Plan.
| 8. | Credit Facility |
On July 13, 2017, the Company entered into a Credit Agreement (the “Credit Agreement”) with PNC Bank, as administrative agent, swing loan lender and issuing lender, PNC Capital Markets LLC, as sole lead arranger and sole book-runner, and certain financial institution parties thereto as lenders (the “Lenders”). The Credit Agreement, as amended, provides for a total aggregate commitment of $53.1 million, consisting of (i) a revolving credit facility (the “Revolver”) in an aggregate principal amount not to exceed $40 million and (ii) a $13.1 million term loan facility (the “Term Loan), as more fully described in Exhibit 10.1 to the Company’s
Form 8-Ks
filed with the SEC on July 19, 2017, April 25, 2018, October 7, 2020, Exhibit 10.2 to the Form
8-K/A
filed with the SEC on January 4, 2022 and Exhibits 10.11 and 10.12 to the Company’s Form
10-K
filed with the SEC on March 15, 2024. Additionally, the facility includes an accordion feature for additional borrowing of up to $20 million upon satisfaction of certain conditions.
The Revolver expires in December 2026 and includes swing loan and letter of credit
sub-limits
in the aggregate amount not to exceed $6.0 million for swing loans and $5.0 million for letters of credit. Borrowings under the Revolver may be denominated in U.S. dollars or Canadian dollars. The maximum borrowings in U.S. dollars may not exceed the sum of 85% of eligible U.S. accounts receivable and 60% of eligible U.S. unbilled receivables, less a reserve amount established by the administrative agent. The maximum borrowings in Canadian dollars may not exceed the lesser of (i) $10.0 million; and (ii) the sum of 85% of eligible Canadian receivables, plus 60% of eligible Canadian unbilled receivables, less a reserve amount established by the administrative agent.
Amounts borrowed under the Term Loan were required to be repaid in consecutive quarterly installments of $1.1 million through and including the maturity date of October 1, 2024. In August 2022, the Company prepaid $7.6 million of the outstanding term loan with excess cash balances. The final term loan payment of $1.1 million was made on January 3, 2023, taking the outstanding balance to zero.
Borrowings under the Revolver and the Term Loan, which may be made at the Company’s election, bear interest at either (a) the higher of PNC’s prime rate or the federal funds rate plus 0.50%, plus an applicable margin determined based upon the Company’s senior leverage ratio or (b) the Secured Overnight Financing Rate (“SOFR”), plus an applicable margin determined based upon the Company’s senior leverage ratio. The applicable margin on the base rate is between 0.50% and 1.25% on Revolver borrowings and between 1.75% and 2.50% on Term Loan borrowings. The applicable margin on the SOFR is between 1.50% and 2.25% on Revolver borrowings and between 2.75% and 3.50% on Term Loan borrowings. A 20 to
30-basis
point per annum commitment fee on the unused portion of the Revolver is charged and due monthly in arrears. The applicable commitment fee is determined based upon the Company’s senior leverage ratio.
The Company pledged substantially all of its assets in support of the Credit Agreement. The Credit Agreement contains standard financial covenants, including, but not limited to, covenants related to the Company’s senior leverage ratio and fixed charge ratio (as defined under the Credit Agreement) and limitations on liens, indebtedness, guarantees, contingent liabilities, loans and investments, distributions, leases, asset sales, stock repurchases and mergers and acquisitions. As of June 30, 2025, the Company was in compliance with all applicable provisions of the Credit Agreement.
In connection with securing the commitments under the Credit Agreement and the April 20, 2018, October 1, 2020, December 29, 2021 and December 29, 2023 amendments to the Credit Agreement, the Company paid a commitment fee and incurred deferred financing costs totaling $1,039,000, which were capitalized and are being amortized as interest expense over the life of the Credit Facility. Deferred financing costs of $142,000 and $189,000 (net of amortization) as of June 30, 2025, and December 31, 2024, respectively, are presented as long-term assets in the Company’s Consolidated Balance Sheets.
As of June 30, 2025, and December 31, 2024, the Company’s outstanding borrowings under the Revolver totaled zero dollars; and unused borrowing capacity available was approximately $22.2 million and $22.5 million, respectively. There wereno outstanding borrowings under the Term Loan at June 30, 2025, and December 31, 2024. On May 9, 2024, the Company issued two standby Letters of Credit for $162,000 each from PNC Bank to a Vietnam client to secure certain performance and advance payment guarantees made to the client on an existing fixed price Data and Analytics Services assignment. The letters of credit are scheduled to expire on March 21, 2026.
| 9. | Income Taxes |
The components of income (loss) before income taxes, as shown in the accompanying Financial Statements, consisted of the following for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| Income (loss) before income taxes: | ||||
| Domestic | $(418) | $615 | $(3,004) | $299 |
| Foreign | 628 | 1,194 | 1,452 | 1,228 |
| Income (loss) before income taxes | $210 | $1,809 | $(1,552) | $1,527 |
The Company has foreign subsidiaries which generate revenues from
non-U.S.-based
clients. Additionally, these subsidiaries provide services to the Company’s U.S. operations. Accordingly, the Company allocates a portion of its income (loss) to these subsidiaries based on a “transfer pricing” model and reports such income (loss) as foreign in the above table.
The provision (benefit) for income taxes, as shown in the accompanying Financial Statements, consisted of the following for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| Current provision (benefit): | ||||
| Federal | $313 | $100 | $(263) | $(124) |
| State | 58 | 26 | (48) | (13) |
| Foreign | 83 | 197 | 439 | 301 |
| Total current provision (benefit) | 454 | 323 | 128 | 164 |
| Deferred provision (benefit): | ||||
| Federal | (383) | 73 | (361) | 96 |
| State | (71) | 14 | (67) | 19 |
| Foreign | 81 | 101 | 58 | 18 |
| Total deferred provision (benefit) | (373) | 188 | (370) | 133 |
| Change in valuation allowance | (6) | (93) | (6) | — |
| Total provision (benefit) for income taxes | $75 | $418 | $(248) | $297 |
The reconciliation of income taxes computed using the statutory U.S. income tax rate and the provision (benefit) for income taxes for the three and six months ended June 30, 2025 and 2024 were as follows (amounts in thousands):
| Three Months Ended June 30, 2025 · Three Months Ended June 30, 2024 | ||||
|---|---|---|---|---|
| Income taxes computed at the federal statutory rate | $44 | 21.0% | $380 | 21.0% |
| State income taxes, net of federal tax benefit | (13) | (6.2) | (9) | (0.5) |
| Excess tax expense (benefit) from stock options/restricted shares | 14 | 6.7 | 46 | 2.5 |
| Worthless stock deduction | — | — | — | — |
| Difference in income tax rate on foreign earnings/other | 36 | 17.1 | 94 | 5.2 |
| Change in valuation allowance | (6) | (2.9) | (93) | (5.1) |
| $75 | 35.7% | $418 | 23.1% | |
| Six Months Ended June 30, 2025 · Six Months Ended June 30, 2024 | ||||
|---|---|---|---|---|
| Income taxes computed at the federal statutory rate | $(326) | (21.0)% | $321 | 21.0% |
| State income taxes, net of federal tax benefit | (115) | (7.4) | (19) | (1.3) |
| Excess tax expense (benefit) from stock options/restricted shares | (8) | (0.5) | 131 | 8.6 |
| Worthless stock deduction | — | — | (248) | (16.2) |
| Difference in income tax rate on foreign earnings/other | 207 | 13.3 | 112 | 7.3 |
| Change in valuation allowance | (6) | (0.4) | — | — |
| $(248) | (16.0)% | $297 | 19.4% | |
We evaluate deferred income taxes quarterly to determine if valuation allowances are required or should be adjusted. GAAP accounting guidance requires us to assess whether valuation allowances should be established against deferred tax assets based on all available evidence, both positive and negative using a “more likely than not” standard. Our assessment considers, among other things, the nature of cumulative losses; forecast of future profitability; the duration of statutory carry-forward periods and tax planning alternatives. At June 30, 2025, our valuation allowance was comprised of net operating losses in Ireland and the United Kingdom and totaled $446,000. During the quarter ended March 31, 2024, we secured a worthless stock deduction for our discontinued Singapore entity, which allowed us to recognize a current tax deduction during the 2024 period and accordingly reverse $162,000 of our valuation allowance balance. At December 31, 2024, our valuation allowance balance totaled $452,000.
| 10. | Shareholders’ Equity |
On February 8, 2023, the Company announced that the Board of Directors authorized a share repurchase program of up to 500,000 shares of the Company’s common stock over a
two-year
period. Repurchases under the program may occur from time to time in the open market, through privately negotiated transactions, through block purchases or other purchase techniques (including a Rule
10b5-1
program), or by any combination of such methods, and the program may be modified, suspended or terminated at any time at the discretion of the Board of Directors. On February 19, 2025, the Company announced that the Board of Directors had authorized an extension of its previously announced share repurchase program for an additional year through February 8, 2026.
During the three and six months ended June 30,2025, the Company repurchased 16,511 shares of common stock at an average price of $6.90 per share under this program. During the three months ended June 30, 2024, the Company did not purchase any shares under this program. During the six months ended June 30, 2024, the Company repurchased 9,222 shares of common stock at an average price of $8.70 per share under this program. Common shares available for share repurchase under this program totaled 407,000 shares on June 30, 2025.
Additionally, the Company makes stock purchases from time to time to satisfy employee tax obligations related to its Stock Incentive Plan. The Company didnot purchase any shares to satisfy employee tax obligations during the three and six months ended June 30, 2025 and 2024.
| 11. | Earnings (Loss) Per Share |
The computation of basic earnings (loss) per share is based on the Company’s net income (loss) divided by the weighted average number of common shares outstanding. Diluted earnings (loss) per share reflect the potential dilution that could occur if outstanding stock options were exercised. The dilutive effect of stock options was calculated using the treasury stock method.
For the three months ended June 30, 2025, there were 2,357,000 anti-dilutive stock options excluded from the computation of diluted earnings per share. For the six months ended June 30, 2025, all stock options and restricted shares were anti-dilutive and excluded from the computation of diluted (loss) per share. For the three and six months ended June 30, 2024, there were 1,568,000 and 1,126,000 anti-dilutive stock options excluded from the computation of diluted earnings per share
, respectively.
| 12. | Business Segments and Geographic Information |
Our reporting segments are: 1) Data and Analytics Services; and 2) IT Staffing Services.
The Data and Analytics Services segment was acquired through the July 13, 2017, acquisition of the services division of Canada-based InfoTrellis, Inc. This segment is a project-based consulting services business with specialized capabilities in data management and analytics. The business is marketed as “Mastech InfoTrellis” and utilizes a dedicated sales team with deep subject matter expertise. Mastech InfoTrellis has offices in Toronto and London, and a global delivery center in Chennai, India. Project-based delivery reflects a combination of
on-site
resources and offshore resources. Assignments are secured on both a time and material and fixed price basis. In October 2020, we acquired AmberLeaf, a Chicago-based customer experience consulting firm. This acquisition expanded our capabilities in customer experience strategy and managed services offering for a variety of Cloud-based enterprise application across sales, marketing and customer service organizations.
The IT Staffing Services segment offers staffing services in digital and mainstream technologies, engineering services and uses digital methods to enhance organizational learning. These services are marketed using a common sales force and delivered via our domestic and global recruitment centers. While the vast majority of our assignments are based on time and materials, we do have the capabilities to deliver our digital transformation services on a fixed price basis. Below are the operating results of our reporting segments.
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| Revenues: | ||||
| Data and Analytics Services | $8,589 | $8,876 | $17,549 | $16,943 |
| IT Staffing Services | 40,508 | 40,658 | 79,865 | 79,414 |
| Total revenues | $49,097 | $49,534 | $97,414 | $96,357 |
| Cost of Revenues: | ||||
| Data and Analytics Services | $4,706 | $4,507 | $9,719 | $8,829 |
| IT Staffing Services | 30,571 | 31,047 | 60,983 | 61,417 |
| Total cost of revenues | $35,277 | $35,554 | $70,702 | $70,246 |
| Gross Profit: | ||||
| Data and Analytics Services | $3,883 | $4,369 | $7,830 | $8,114 |
| IT Staffing Services | 9,937 | 9,611 | 18,882 | 17,997 |
| Total gross profit | $13,820 | $13,980 | $26,712 | $26,111 |
| Gross Margin %: | ||||
| Data and Analytics Services | 45.2% | 49.2% | 44.6% | 47.9% |
| IT Staffing Services | 24.5% | 23.6% | 23.6% | 22.7% |
| Total gross margin % | 28.1% | 28.2% | 27.4% | 27.1% |
| Sales & Marketing Expenses: | ||||
| Data and Analytics Services | $1,785 | $1,862 | $3,839 | $4,279 |
| IT Staffing Services | 2,439 | 2,233 | 4,686 | 4,397 |
| Total sales & marketing expenses | $4,224 | $4,095 | $8,525 | $8,676 |
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| Operations Expenses: | ||||
| Data and Analytics Services | $194 | $176 | $346 | $343 |
| IT Staffing Services | 1,831 | 2,143 | 3,898 | 4,070 |
| Total operations expenses | $2,025 | $2,319 | $4,244 | $4,413 |
| General & Administrative Expenses: | ||||
| Data and Analytics Services | $2,058 | $1,587 | $3,927 | $3,202 |
| IT Staffing Services | 3,917 | 3,593 | 8,214 | 7,147 |
| Total general & administrative expenses | $5,975 | $5,180 | $12,141 | $10,349 |
| Segment operating income (loss): | ||||
| Data and Analytics Services | $(154) | $744 | $(282) | $290 |
| IT Staffing Services | 1,750 | 1,642 | 2,084 | 2,383 |
| Subtotal | 1,596 | 2,386 | 1,802 | 2,673 |
| Unallocated Cost: | ||||
| Amortization of acquired intangible assets | $(649) | $(693) | $(1,299) | $(1,386) |
| Finance and accounting transition expense | (688) | — | (688) | — |
| Severance expense | (232) | — | (1,641) | — |
| Interest income (expense), FX, gains (losses) and other, net | 183 | 116 | 274 | 240 |
| Income (loss) before income taxes | $210 | $1,809 | $(1,552) | $1,527 |
Below is a reconciliation of segment total assets to consolidated total assets:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| (Amounts in thousands) | ||
| Total assets: | ||
| Data and Analytics Services | $41,295 | $44,053 |
| IT Staffing Services | 69,097 | 67,431 |
| Total assets | $110,392 | $111,484 |
Below is geographic information related to our revenues from external customers:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| United States | $48,582 | $48,515 | $96,334 | $94,631 |
| Canada | 146 | 308 | 276 | 602 |
| India and Other | 369 | 711 | 804 | 1,124 |
| Total revenues | $49,097 | $49,534 | $97,414 | $96,357 |
| 13. | Recently Issued Accounting Standards |
Recent Accounting Pronouncements not yet adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU
2023-09,
“Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in this ASU are intended to enhance the transparency and usefulness of income tax disclosures and provide for specific rate reconciliation categories; additional disclosure for reconciling items that meet a quantitative threshold; and disclosure of federal, state and foreign income taxes paid by individual jurisdiction. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company does not expect this ASU to have a material impact on its financial statements.
In November 2024, the FASB issued ASU
2024-03,
“Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic
220-40):
Disaggregation of Income Statement Expenses”. The amendments in this ASU require more detailed disclosures about an entity’s business expenses. Additional interim and annual reporting disclosures in the notes to financial statements include the amounts of inventory purchases, employee compensation, depreciation, amortization of intangible assets and a qualitative description of amounts that are not separately disclosed. The amendments in this ASU are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company does not expect this ASU to have a material impact on its financial statements.
A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any that the implementation of such proposed standards would have on the Company’s consolidated financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.