Mastech Digital, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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Sep 30, 2025 · Filed Nov 13, 2025
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO CONDENSED CONS OLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
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 nine months ended September 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 nine months ended September 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.
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 EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| Data and Analytics Services Segment | ||||
| Time-and-material Contracts | $7,715 | $6,123 | $21,190 | $18,417 |
| Fixed-price Contracts | 195 | 3,275 | 4,269 | 7,924 |
| Subtotal Data and Analytics Services | $7,910 | $9,398 | $25,459 | $26,341 |
| IT Staffing Services Segment | ||||
| Time-and-material Contracts | $40,586 | $42,374 | $120,451 | $121,788 |
| Fixed-price Contracts | — | 67 | — | 67 |
| Subtotal IT Staffing Services | $40,586 | $42,441 | $120,451 | $121,855 |
| Total Revenues | $48,496 | $51,839 | $145,910 | $148,196 |
For the three months ended September 30, 2025, the Company hadthree clients (Fidelity =18.1%, Populus =12.7% and CGI =10.4%) that each exceeded 10% of total revenues. For thenine months ended September 30, 2025, the Company had the same three clients (Fidelity =15.4%, Populus =12.3% and CGI =11.1%) that each exceeded 10% of total revenues. For thethree months ended September 30, 2024, the Company hadtwo clients (CGI =14.0% and Allegis =11.7%) that each exceeded 10% of total revenues. For thenine months ended September 30, 2024, the Company had the same two clients (CGI =15.4% and Allegis =10.6%) that each exceeded 10% of total revenues.
The Company’s top ten clients represented approximately 59% and 56% of total revenues for thethree months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, the Company’s top ten clients represented approximately 58% and 54% 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 EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| United States | $48,078 | $51,043 | $144,412 | $145,674 |
| Canada | 112 | 198 | 388 | 800 |
| India and Other | 306 | 598 | 1,110 | 1,722 |
| Total revenues | $48,496 | $51,839 | $145,910 | $148,196 |
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 September 30, 2025 and December 31, 2024 is as follows:
| Nine Months EndedSeptember 30, 2025 | Twelve Months EndedDecember 31, 2024 | |
|---|---|---|
| (in thousands) | ||
| IT Staffing Services: | ||
| Beginning balance | $8,427 | $8,427 |
| Goodwill recorded | — | — |
| Impairment | — | — |
| Ending Balance | $8,427 | $8,427 |
| Nine Months EndedSeptember 30, 2025 | Twelve Months EndedDecember 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 September 30, 2025 and December 31, 2024:
| (Amounts in thousands) · AmortizationPeriod (In Years) · Gross CarryingValue · AccumulativeAmortization · Net CarryingValue | |||||||
|---|---|---|---|---|---|---|---|
| IT Staffing Services: | |||||||
| Client relationships | 12 | $7,999 | $6,861 | $1,138 | |||
| Covenant-not-to-compete | 5 | 319 | 319 | — | |||
| Trade name | 3 | 249 | 249 | — | |||
| Data and Analytics Services: | |||||||
| Client relationships | 12 | 19,641 | 12,639 | 7,002 | |||
| Covenant-not-to-compete | 5 | 1,201 | 1,201 | — | |||
| Trade name | 5 | 1,711 | 1,711 | — | |||
| Technology | 7 | 1,979 | 1,760 | 219 | |||
| Total Intangible Assets | $33,099 | $24,740 | $8,359 | ||||
| (Amounts in thousands) · AmortizationPeriod (In Years) · Gross CarryingValue · AccumulativeAmortization · Net CarryingValue | |||||||
|---|---|---|---|---|---|---|---|
| IT Staffing Services: | |||||||
| Client relationships | 12 | $7,999 | $6,361 | $1,638 | |||
| Covenant-not-to-compete | 5 | 319 | 319 | 0 | |||
| Trade name | 3 | 249 | 249 | 0 | |||
| 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 nine-month periods ended September 30, 2025 totaled $650,000 and $1.9 million, respectively and is included in selling, general and administrative expenses in the Consolidated Statement of Operations. For the three and nine-month periods ended September 30, 2024, amortization expense was $657,000 and $2.0 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 |
Leases
The Company rents certain office facilities and equipment under noncancelable operating leases. As of September 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 4.0 years with a weighted average of 2.5 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:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| (in thousands) | ||
| Assets: | ||
| Long-term operating lease right-of-use assets | $2,865 | $3,832 |
| Liabilities: | ||
| Short-term operating lease liability | $1,287 | $1,265 |
| Long-term operating lease liability | 1,466 | 2,486 |
| Total Liabilities | $2,753 | $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) | $353 |
| 2026 | 1,401 |
| 2027 | 757 |
| 2028 | 259 |
| 2029 | 196 |
| Thereafter | — |
| Total | $2,966 |
| Less: Imputed interest | (213) |
| Present value of operating lease liabilities | $2,753 |
The weighted average discount rate used to calculate the present value of future lease payments was 5.7%.
We recognize rent expense for these leases on a straight-line basis over the lease term. Rental expense for the three and nine months ended September 30, 2025 totaled $0.4 million and $1.2 million, respectively. Rental expense for thethree and nine months ended September 30, 2024 totaled $0.4 million and $1.1 million, respectively.
Total cash paid for lease liabilities for the three and nine months ended September 30, 2025 totaled $0.4 million and $1.1 million, respectively. Total cash paid for lease liabilities for thethree and nine months ended September 30, 2024 totaled $0.4 million and $1.1 million, respectively.
There wereno new leases entered into during thethree and nine months ended September 30, 2025 and 2024. New leases are considered non-cash transactions.
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.
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 W-2 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 thethree and nine months ended September 30, 2025 and 2024.
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 September 30, 2025, the Company granted zero restricted share units and 92,000 stock options at an average strike price of $7.28 under the Plan. During thethree months ended September 30, 2024, the Company granted 10,518 restricted share units andno stock options under the Plan.
During the nine months ended September 30, 2025, the Company granted 22,140 restricted share units and 327,000 stock options at an average strike price of $7.45 under the Plan and 702,358 stock options at a strike price of $15.41 under the 2024 Inducement Stock Incentive Plan. During thenine months ended September 30, 2024, the Company granted 40,130 restricted share units and 525,000 stock options at an average strike price of $8.41 under the Plan. As of September 30, 2025 there were 975,000 shares of Common Stock available for grants under the Plan.
Stock-based compensation expense for the three months ended September 30, 2025 and 2024 was $729,000 and $542,000, respectively, and for thenine months ended September 30, 2025 and 2024 was $2.3 million and $1.6 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 nine months ended September 30, 2025, the Company issued 82,520 and 122,451 shares, respectively, related to the grant of restricted share units and the exercise of stock options. During thethree and nine months ended September 30, 2024, the Company issued 17,281 and 87,924 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 sharesof 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 shareof 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 six-month 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 six-month “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 six-month offering period. The Company utilized historical company data to develop its dividend yield and expected volatility assumptions.
During the three months ended September 30, 2025 and 2024, there wereno shares issued under the Employee Stock Purchase Plan. During the nine months ended September 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 thethree months ended September 30, 2025 and 2024 totaled $8,000 and $11,000, respectively. Stock-based compensation expense related to the Stock Purchase Plan for thenine months ended September 30, 2025 and 2024 totaled $50,000 and $65,000, respectively, and is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations for thenine months ended September 30, 2025 and 2024. As of September 30, 2025, there were 420,576 shares available for purchases under the Employee Stock Purchase Plan.
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 September 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 $118,000 and $189,000 (net of amortization) as of September 30, 2025, and December 31, 2024, respectively, are presented as long-term assets in the Company’s Consolidated Balance Sheets.
As of September 30, 2025, and December 31, 2024, the Company’s outstanding borrowings under the Revolver totaled zero dollars; and unused borrowing capacity available was approximately $20.8 million and $22.5 million, respectively. There wereno outstanding borrowings under the Term Loan at September 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.
Income Taxes
The components of income (loss) before income taxes, as shown in the accompanying Financial Statements, consisted of the following for thethree and nine months ended September 30, 2025 and 2024:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| Income (loss) before income taxes: | ||||
| Domestic | $791 | $1,748 | $(2,213) | $2,047 |
| Foreign | 444 | 824 | 1,896 | 2,052 |
| Income (loss) before income taxes | $1,235 | $2,572 | $(317) | $4,099 |
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.
The provision (benefit) for income taxes, as shown in the accompanying Financial Statements, consisted of the following for thethree and nine months ended September 30, 2025 and 2024:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| Current provision (benefit): | ||||
| Federal | $(179) | $351 | $(442) | $227 |
| State | 13 | 77 | (35) | 64 |
| Foreign | 250 | 216 | 689 | 517 |
| Total current provision (benefit) | 84 | 644 | 212 | 808 |
| Deferred provision (benefit): | ||||
| Federal | 245 | 44 | (116) | 140 |
| State | 49 | 8 | (18) | 27 |
| Foreign | (90) | 1 | (32) | 19 |
| Total deferred provision (benefit) | 204 | 53 | (166) | 186 |
| Change in valuation allowance | 6 | - | - | - |
| Total provision (benefit) for income taxes | $294 | $697 | $46 | $994 |
The reconciliation of income taxes computed using the statutory U.S. income tax rate and the provision (benefit) for income taxes for thethree and nine months ended September 30, 2025 and 2024 were as follows (amounts in thousands):
| Three Months EndedSeptember 30, 2025 · Three Months EndedSeptember 30, 2024 | ||||
|---|---|---|---|---|
| Income taxes computed at the federal statutory rate | $259 | 21.0% | $540 | 21.0% |
| State income taxes, net of federal tax benefit | 64 | 5.2 | 120 | 4.6 |
| Excess tax expense (benefit) from stock options/restricted shares | 163 | 13.2 | 25 | 1.0 |
| Worthless stock deduction | — | — | — | — |
| Difference in income tax rate on foreign earnings/other | (198) | (16.1) | 12 | 0.5 |
| Change in valuation allowance | 6 | 0.5 | — | — |
| $294 | 23.8% | $697 | 27.1% | |
| Nine Months EndedSeptember 30, 2025 · Nine Months EndedSeptember 30, 2024 | ||||
|---|---|---|---|---|
| Income taxes computed at the federal statutory rate | $(67) | (21.0)% | $861 | 21.0% |
| State income taxes, net of federal tax benefit | (51) | (16.1) | 101 | 2.5 |
| Excess tax expense (benefit) from stock options/restricted shares | 155 | 48.9 | 156 | 3.8 |
| Worthless stock deduction | — | — | (248) | (6.1) |
| Difference in income tax rate on foreign earnings/other | 9 | 2.7 | 124 | 3.0 |
| Change in valuation allowance | — | — | — | — |
| $46 | 14.5% | $994 | 24.2% | |
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. Our valuation allowance was comprised of net operating losses in Ireland and the United Kingdom and totaled $452,000 at both September 30, 2025, and December 31, 2024.
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 atwo-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 Rule 10b5-1 programs), 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 nine months ended September 30,2025, the Company repurchased 192,112 and 208,623 shares of common stock at an average price of $7.68 and $7.62 per share, respectively under this program, including 138,500 shares of common stock through a block purchase at an average price of $7.64 per share. During thethree months ended September 30, 2024, the Company did not purchase any shares under this program. During the nine months ended September 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 214,456 shares on September 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 thethree and nine months ended September 30, 2025 and 2024.
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 September 30, 2025, there were 2,330,000 anti-dilutive stock options excluded from the computation of diluted earnings per share. For thenine months ended September 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 nine months ended September 30, 2024, there were 1,005,000 and 1,057,000 anti-dilutive stock options excluded from the computation of diluted earnings per share, respectively.
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 EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| Revenues: | ||||
| Data and Analytics Services | $7,910 | $9,398 | $25,459 | $26,341 |
| IT Staffing Services | 40,586 | 42,441 | 120,451 | 121,855 |
| Total revenues | $48,496 | $51,839 | $145,910 | $148,196 |
| Cost of Revenues: | ||||
| Data and Analytics Services | $4,268 | $4,635 | $13,987 | $13,464 |
| IT Staffing Services | 30,513 | 32,433 | 91,496 | 93,850 |
| Total cost of revenues1 | $34,781 | $37,068 | $105,483 | $107,314 |
| Gross Profit: | ||||
| Data and Analytics Services | $3,642 | $4,763 | $11,472 | $12,877 |
| IT Staffing Services | 10,073 | 10,008 | 28,955 | 28,005 |
| Total gross profit1 | $13,715 | $14,771 | $40,427 | $40,882 |
| Gross Margin %: | ||||
| Data and Analytics Services | 46.0% | 50.7% | 45.1% | 48.9% |
| IT Staffing Services | 24.8% | 23.6% | 24.0% | 23.0% |
| Total gross margin %1 | 28.3% | 28.5% | 27.7% | 27.6% |
| Sales & Marketing Expenses: | ||||
| Data and Analytics Services | $1,213 | $1,722 | $5,052 | $6,001 |
| IT Staffing Services | 1,505 | 2,275 | 6,191 | 6,672 |
| Total sales & marketing expenses | $2,718 | $3,997 | $11,243 | $12,673 |
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| Operations Expenses: | ||||
| Data and Analytics Services | $115 | $167 | $461 | $510 |
| IT Staffing Services | 1,817 | 2,275 | 5,715 | 6,345 |
| Total operations expenses | $1,932 | $2,442 | $6,176 | $6,855 |
| General & Administrative Expenses: | ||||
| Data and Analytics Services | $2,000 | $1,729 | $5,927 | $4,931 |
| IT Staffing Services | 3,574 | 3,507 | 11,788 | 10,654 |
| Total general & administrative expenses | $5,574 | $5,236 | $17,715 | $15,585 |
| Segment operating income (loss): | ||||
| Data and Analytics Services | $313 | $1,145 | $31 | $1,435 |
| IT Staffing Services | 3,178 | 1,951 | 5,262 | 4,334 |
| Subtotal | 3,491 | 3,096 | 5,293 | 5,769 |
| Unallocated Cost: | ||||
| Amortization of acquired intangible assets | $(650) | $(657) | $(1,949) | $(2,043) |
| Finance and accounting transition expense | (937) | — | (1,625) | — |
| Severance expense1 | (1,084) | — | (2,725) | — |
| Interest income (expense), FX, gains (losses) and other, net | 415 | 133 | 689 | 373 |
| Income (loss) before income taxes | $1,235 | $2,572 | $(317) | $4,099 |
(1) Gross margin differences between the supplemental segment and consolidated results primarily reflect non-allocated severance expense of $0.3 million recorded in cost of goods sold during the third quarter of 2025.
Below is a reconciliation of segment total assets to consolidated total assets:
| September 30,2025 | December 31,2024 | |
|---|---|---|
| (Amounts in thousands) | ||
| Total assets: | ||
| Data and Analytics Services | $40,674 | $44,053 |
| IT Staffing Services | 71,943 | 67,431 |
| Total assets | $112,617 | $111,484 |
Below is geographic information related to our revenues from external customers:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Amounts in thousands) | ||||
| United States | $48,078 | $51,043 | $144,412 | $145,674 |
| Canada | 112 | 198 | 388 | 800 |
| India and Other | 306 | 598 | 1,110 | 1,722 |
| Total revenues | $48,496 | $51,839 | $145,910 | $148,196 |
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.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The amendments in this ASU introduce a practical expedient for all entities and provide entities other than public business entities with an accounting policy election when applying Topic 326 to current accounts receivable and contract assets arising from transactions under Topic 606, Revenue from Contracts with Customers. The practical expedient is intended to simplify the estimation of expected credit losses for short-term trade receivables and contract assets when such losses are expected to be immaterial. The amendments are effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this ASU but does not expect it to have a material effect on its consolidated 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.