Mastech Digital, Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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Jun 30, 2026 · Filed Aug 6, 2026
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO CONDENSED CONS OLIDATED FINANCIAL STATEMENTS
June 30, 2026 and 2025
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 primarily large and medium-sized organizations.
Our portfolio of offerings includes a combination of professional services and staffing solutions designed to support our clients’ digital and technology initiatives. Beginning on January 1, 2026, we report our operations through two segments: Talent and Data & AI. This change reflects a realignment of the Company's internal management and reporting structure under its operating strategy, whereby the Chief Operating Decision Maker evaluates operating performance and allocates resources based on these two segments. Prior-period segment information has been recast to conform to the current presentation.
The Data & AI segment consists of direct client engagements that are managed as services-led accounts. These offerings include data management and analytics, digital transformation consulting, AI and Industry Solutions, data engineering and IT services, and managed services. These services are delivered through a mix of on-site and offshore resources and may be structured as project-based, time-and-materials, or fixed-price arrangements. Our capabilities in this segment have been expanded through acquisitions, including InfoTrellis, Inc. ("InfoTrellis") in 2017, which added specialized data and analytics expertise, and AmberLeaf Partners, Inc. ("AmberLeaf") in 2020, which enhanced our customer experience consulting and managed services offerings.
The Talent segment consists of staffing engagements that provide clients with access to skilled technology professionals across a broad range of digital and mainstream IT disciplines. These engagements include both intermediated arrangements through managed service providers (“MSPs”) and system integrators, as well as certain direct client staffing relationships that are managed as staffing-only engagements. Our digital technology capabilities include data management, analytics, cloud, mobility, social, and artificial intelligence. We serve organizations with significant IT spending and recurring staffing needs, as well as clients with project-based 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, 2025, included in our Annual Report on Form 10-K filed with the SEC on March 18, 2026. Additionally, our operating results for the three and six months ended June 30, 2026, are not necessarily indicative of the results that can be expected for the year ending December 31, 2026 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, 2025, 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, 2026.
Segment Reporting
The Company has two reportable segments, in accordance with Accounting Standards Codification (“ASC”) Topic 280 “Disclosures About Segments of an Enterprise and Related Information”: Talent and Data & AI. See Note 12, "Business Segments and Geographic Information", for additional information regarding the Company's reportable segments.
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.
Beginning on January 1, 2026, the Company reports its operations through two segments: Talent and Data & AI.
The Data & AI segment provides direct client engagements that are managed as services-led accounts. These offerings include data management and analytics, digital transformation consulting, AI and Industry Solutions, staffing to direct customers, data engineering and IT services, and managed services. Engagements are typically project-based and may be structured as time-and-material or fixed-price arrangements and delivered using a combination of on-site and offshore resources.
The Talent segment consists of staffing engagements that provide clients with access to skilled technology professionals across a broad range of digital and mainstream IT disciplines. These engagements include both intermediated arrangements through managed service providers and system integrators, as well as certain direct client staffing relationships that are managed as staffing-only engagements. Substantially all revenue within this segment is recognized over time as services are performed, generally based on hours worked.
The following table depicts the disaggregation of our revenues by contract type and operating segment:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in thousands) | ||||
| Data and AI Segment | ||||
| Time-and-material Contracts | $12,650 | $14,976 | $25,096 | $27,661 |
| Fixed-price Contracts | 834 | 761 | 972 | 4,073 |
| Subtotal Data & AI | $13,484 | $15,737 | $26,068 | $31,734 |
| Talent Segment | ||||
| Time-and-material Contracts | $27,963 | $33,360 | $56,462 | $65,680 |
| Subtotal Talent | $27,963 | $33,360 | $56,462 | $65,680 |
| Total Revenues | $41,447 | $49,097 | $82,530 | $97,414 |
For the three months ended June 30, 2026, the Company hadone client (Fidelity =26.7%) that exceeded 10% of total revenues. For thesix months ended June 30, 2026, the Company hadone client (Fidelity =25.6%) that exceeded 10% of total revenues.
For the three months ended June 30, 2025, the Company hadthree clients (Fidelity =15%, Populus =12.4% and CGI =11%) that each exceeded 10% of total revenues. For thesix months ended June 30, 2025, the Company had the same three clients (Fidelity =14%, Populus =12.1% and CGI =11.5%) that each exceeded 10% of total revenues.
The Company’s top ten clients represented approximately 61% and 58% of total revenues for thethree months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company's top ten clients represented approximately 60% and 58% 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 EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in thousands) | ||||
| United States | $40,566 | $48,582 | $80,960 | $96,334 |
| Canada | 38 | 146 | 140 | 276 |
| India and Other | 843 | 369 | 1,430 | 804 |
| Total revenues | $41,447 | $49,097 | $82,530 | $97,414 |
Goodwill and Other Intangible Assets, net
Goodwill is allocated to the Company’s reporting units within its Talent and Data & AI segments. In connection with the Company’s adoption of its revised segment reporting structure effective January 1, 2026, goodwill and identifiable intangible assets were reassigned to the Company’s reporting units using a relative fair value approach. The reassignment did not impact the Company’s total consolidated goodwill or intangible asset balances.
Goodwill associated with the Talent segment relates to the Company’s 2015 acquisition of Hudson Global Resources Management’s U.S. IT staffing business. Goodwill associated with the Data & AI segment includes amounts related to the Company’s acquisitions of the services division of InfoTrellis in 2017 and AmberLeaf in 2020, as well as a portion of goodwill originally arising from the Company’s 2015 acquisition of Hudson Global Resources Management’s U.S. IT staffing business that was reallocated in connection with the segment realignment.
The Company recorded goodwill impairment charges of $5.3 million in 2023 and $9.7 million in 2018 related to its Data & AI segment. These impairments were primarily attributable to declines in revenue levels and lower projected future revenues.
A continued decline in operating performance or adverse changes in market conditions affecting the Company’s Talent segment could adversely affect the estimated fair value of the related reporting unit. If such trends persist, there is a 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, 2026 and December 31, 2025 is as follows:
| Six Months EndedJune 30, 2026 | Twelve Months EndedDecember 31, 2025 | |
|---|---|---|
| (in thousands) | ||
| Talent: | ||
| Beginning balance | $5,393 | $5,393 |
| Goodwill recorded | — | — |
| Impairment | — | — |
| Ending Balance | $5,393 | $5,393 |
| Six Months EndedJune 30, 2026 | Twelve Months EndedDecember 31, 2025 | |
|---|---|---|
| (in thousands) | ||
| Data & AI: | ||
| Beginning balance | $21,817 | $21,817 |
| Goodwill recorded | — | — |
| Impairment | — | — |
| Ending Balance | $21,817 | $21,817 |
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, 2026 and December 31, 2025:
| (Amounts in thousands) · AmortizationPeriod (In Years) · Gross CarryingValue · AccumulativeAmortization · Net CarryingValue | |||||||
|---|---|---|---|---|---|---|---|
| Talent: | |||||||
| Client relationships | 12 | $5,119 | $4,710 | $409 | |||
| Covenant-not-to-compete | 5 | 204 | 204 | — | |||
| Trade name | 3 | 159 | 159 | — | |||
| Data & AI: | |||||||
| Client relationships | 12 | 22,521 | 16,518 | 6,003 | |||
| Covenant-not-to-compete | 5 | 1,316 | 1,316 | — | |||
| Trade name | 5 | 1,801 | 1,801 | — | |||
| Technology | 7 | 1,979 | 1,842 | 137 | |||
| Total Intangible Assets | $33,099 | $26,550 | $6,549 | ||||
| (Amounts in thousands) · AmortizationPeriod (In Years) · Gross CarryingValue · AccumulativeAmortization · Net CarryingValue | |||||||
|---|---|---|---|---|---|---|---|
| Talent: | |||||||
| Client relationships | 12 | $5,119 | $4,497 | $622 | |||
| Covenant-not-to-compete | 5 | 204 | 204 | — | |||
| Trade name | 3 | 159 | 159 | — | |||
| Data & AI: | |||||||
| Client relationships | 12 | 22,521 | 15,580 | 6,941 | |||
| Covenant-not-to-compete | 5 | 1,316 | 1,316 | — | |||
| Trade name | 5 | 1,801 | 1,801 | — | |||
| Technology | 7 | 1,979 | 1,787 | 192 | |||
| Total Intangible Assets | $33,099 | $25,344 | $7,755 | ||||
Amortization expense for the three and six months ended June 30, 2026, totaled $0.6 million and $1.2 million respectively, and is included in selling, general and administrative expenses in the Consolidated Statement of Operations. Amortization expense for thethree and six months ended June 30, 2025, totaled $0.6 million and $1.3 million respectively, and is included in selling, general and administrative expenses in the Consolidated Statement of Operations.
The estimated aggregate amortization expense for intangible assets for the years ending December 31, 2026 through 2030 is as follows:
| Years Ended December 31, | |||||
|---|---|---|---|---|---|
| 2026 | 2027 | 2028 | 2029 | 2030 | |
| (Amounts in thousands) | |||||
| Amortization expense | $2,413 | $2,025 | $1,637 | $1,000 | $248 |
Leases
The Company rents certain office facilities under noncancelable operating leases. As of June 30, 2026, 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 2.9 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 3.3 years with a weighted average of 2.1 years. Leases with an initial term oftwelve 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, 2026 | December 31, 2025 | |
|---|---|---|
| (in thousands) | ||
| Assets: | ||
| Long-term operating lease right-of-use assets | $2,255 | $2,534 |
| Liabilities: | ||
| Short-term operating lease liability | $1,274 | $1,283 |
| Long-term operating lease liability | 851 | 1,138 |
| Total Liabilities | $2,125 | $2,421 |
Future minimum rental payments for office facilities and equipment under the Company’s noncancelable operating leases are as follows:
| (in thousands) | |
|---|---|
| 2026 (for remainder of year) | $750 |
| 2027 | 892 |
| 2028 | 410 |
| 2029 | 209 |
| Total | $2,261 |
| Less: Imputed interest | (136) |
| Present value of operating lease liabilities | $2,125 |
The weighted average discount rate used to calculate the present value of future lease payments was 5.9%.
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, 2026 totaled $0.5 million and $0.9 million respectively. Rental expense for thethree and six months ended June 30, 2025 totaled $0.4 million and $0.8 million respectively.
Cash paid for lease liabilities for the three and six months ended June 30, 2026 totaled $0.5 million and $0.9 million, respectively. Total cash paid for lease liabilities for thethree and six months ended June 30, 2025 totaled $0.3 million and $0.7 million, respectively.
On March 5, 2026, the Company entered into a lease agreement (the “Lease”) with EPC-CW15, LLC (the “Landlord”) for approximately 5,895 square feet of office space located at 3300 Olympus Boulevard, Suite 560, Dallas, Texas 75019 (the“Property”). The Lease is expected to commence on August 24, 2026 (or such later date as specified in the Lease) and has an initial term of five years following a five-month rent abatement period, unless earlier terminated in accordance with its terms. The Company has the option to renew the Lease for one additional five-year period.
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 six months ended June 30, 2026 and 2025.
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 and May 13, 2026 (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, stock awards or restricted stock units. As of June 30, 2026,788,000 shares remained available for future grant under the Plan.
The following table summarizes the equity awards granted during thethree and six months ended June 30, 2026 and 2025:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Equity Awards Granted | ||||
| Restricted stock awards (shares) | — | — | 132,735 | 22,140 |
| Stock options (shares) | — | 235,000 | 20,000 | 937,358 |
| Average exercise price (options) | $— | $7.51 | $6.33 | $13.43 |
| Restricted stock units (RSUs) | 40,796 | — | 78,749 | — |
Of the restricted stock granted during the six months ended June 30, 2026,100,314 shares vested immediately upon grant but are subject to transfer restrictions that prohibit disposition until March 30, 2028, subject to immediate lapse of any restriction due to (i) separation from the Company for any reason, (ii) death, or (iii) disability. Because these shares vested immediately, they did not result in additional stock-based compensation expense, but rather, they were issued in settlement of previously accrued cash compensation. The remaining restricted stock awards granted during the period vest one year from the grant date.
The following table summarizes stock-based compensation expense during thethree and six months ended June 30, 2026 and 2025:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands) | ||||
| Stock based compensation expense | $818 | $714 | $1,568 | $1,609 |
Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations.
The following table summarizes shares of Common Stock issued pursuant to equity awards under the Plan during thethree and six months ended June 30, 2026 and 2025:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Shares Issued | ||||
| Restricted stock vesting | - | - | 116,919 | 17,921 |
| Stock option exercises | 27,618 | 18,010 | 215,730 | 22,010 |
| Total shares issued | 27,618 | 18,010 | 332,649 | 39,931 |
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 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.
On February 16, 2026, the Company’s Board of Directors approved the termination of the Stock Purchase Plan. The termination became effective on July 1, 2026. Accordingly, no new offering periods will commence after June 30, 2026, although shares relating to the offering period in progress as of the termination date will continue to be issued in accordance with the terms of the Employee Stock Purchase Plan.
During the three months ended June 30, 2026 and 2025, there were 4,381 shares and 11,483 shares issued under the Employee Stock Purchase Plan at a share price of $5.69 and $6.09, respectively. Stock-based compensation expense related to the Stock Purchase Plan for the three months ended June 30, 2026 and 2025 totaled $5,000 and $21,000, respectively. Stock-based compensation expense related to the Stock Purchase Plan for thesix months ended June 30, 2026 and 2025, totaled $10,000 and $42,000, respectively, and is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. As of June 30, 2026, there were 412,564 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 June 30, 2026, 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 $47,000 and $95,000 (net of amortization) as of June 30, 2026, and December 31, 2025, respectively, are presented as long-term assets in the Company’s Consolidated Balance Sheets.
As of June 30, 2026, and December 31, 2025, the Company’s outstanding borrowings under the Revolver totaled zero dollars; and unused borrowing capacity available was approximately $20.4 million and $22.2 million, respectively. There wereno outstanding borrowings under the Term Loan at June 30, 2026, and December 31, 2025. 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. As of March 21, 2026 the letters of credit expired without payment and will not be renewed.
The Company is currently in discussions with the lenders to extend the maturity of the Credit Agreement. While the extension has not been finalized as of the date of these financial statements, the Company expects the amendment process to be completed during the third quarter of 2026.
Income Taxes
The components of income (loss) before taxes, as shown in the accompanying Financial Statements, consisted of the following for thethree and six months ended June 30, 2026 and 2025:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in thousands) | ||||
| Income (loss) before income taxes: | ||||
| Domestic | $(446) | $(418) | $(309) | $(3,004) |
| Foreign | 444 | 628 | 964 | 1,452 |
| Income (loss) before income taxes: | $(2) | $210 | $655 | $(1,552) |
The Company has foreign subsidiaries that generate revenues from non-U.S.-based clients and provide services to the Company’s U.S. operations. As a result, a portion of the Company's earnings is subject to the foreign tax jurisdictions, which may have tax rates that differ from those in the United States.
The provision (benefit) for income taxes, as shown in the accompanying Financial Statements, consisted of the following for thethree and six months ended June 30, 2026 and 2025:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in thousands) | ||||
| Current provision (benefit): | ||||
| Federal | $(94) | $313 | $(447) | $(263) |
| State | 37 | 58 | (21) | (48) |
| Foreign | 125 | 83 | 294 | 439 |
| Total current provision (benefit) | 68 | 454 | (174) | 128 |
| Deferred provision (benefit): | ||||
| Federal | 47 | (383) | 605 | (361) |
| State | 5 | (71) | 103 | (67) |
| Foreign | (22) | 81 | (43) | 58 |
| Total deferred provision (benefit) | 30 | (373) | 665 | (370) |
| Change in valuation allowance | - | (6) | - | (6) |
| Total provision (benefit) for income taxes | $98 | $75 | $491 | $(248) |
The reconciliation of income taxes computed using the statutory U.S. income tax rate and the provision (benefit) for income taxes for thethree and six months ended June 30, 2026 and 2025, were as follows (amounts in thousands):
| (Amounts in thousands) · Three Months EndedJune 30, 2026 · Three Months EndedJune 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Income taxes computed at the federal statutory rate | $(1) | (21)% | $44 | 21.0% | |||
| State income taxes, net of federal tax benefit | 43 | 1,784* | (13) | (6.2) | |||
| Stock-based compensation shortfalls | 31 | 1,287* | 14 | 6.7 | |||
| Non-deductible executive compensation | 67 | 2,777* | — | — | |||
| Difference in income tax rate on foreign earnings/other | (42) | (1,745)* | 36 | 17.1 | |||
| Change in valuation allowance | — | — | (6) | (2.9) | |||
| $98 | 4,082% | $75 | 35.7% | ||||
| *The % for the Three months period ended June 30, 2026 is not comparable with June 30, 2025 on account of near break-even pre-tax loss during the three months period ended June 30, 2026. | |||||||
| (Amounts in thousands) · Six Months EndedJune 30, 2026 · Six Months EndedJune 30, 2025 | ||||
|---|---|---|---|---|
| Income taxes computed at the federal statutory rate | $138 | 21.0% | $(326) | (21.0)% |
| State income taxes, net of federal tax benefit | 82 | 12.5 | (115) | (7.4) |
| Stock-based compensation shortfalls | 116 | 17.7 | (8) | (0.5) |
| Non-deductible executive compensation | 143 | 21.8 | — | — |
| Difference in income tax rate on foreign earnings/other | 12 | 2.0 | 207 | 13.3 |
| Change in valuation allowance | — | — | (6) | (0.4) |
| $491 | 75.0% | $(248) | (16.0)% | |
The effective tax rate for the three months ended June 30, 2026, was significantly greater than (100)% due to non-deductible executive compensation and excess tax expense arising from stock-based compensation combined with a near break-even pre-tax loss.
As of June 30, 2026 and June 30, 2025, the Company maintained a valuation allowance of approximately $452,000 against net operating losses in Ireland and the United Kingdom that may not be realized.
Shareholders’ Equity
On February 16, 2026, the Board of Directors authorized a new share repurchase program under which the Company may repurchase up to $5.0 million of its outstanding common stock. Repurchases under the program may be made from time to time through privately negotiated transactions, block purchases, or other means, and the program may be modified, suspended, or terminated at any time at the discretion of the Board. The timing and amount of repurchases, if any, will depend on business, market, and economic conditions, as well as other factors. No repurchases were made under this program during thethree and six months ended June 30, 2026.
Additionally, the Company may repurchase shares from time to time to satisfy employee tax withholding obligations related to its Stock Incentive Plan. The Company didnot repurchase any shares for this purpose during thethree and six months ended June 30, 2026.
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 or restricted stock awards, or units settled, calculated using the treasury stock method. Options and unvested restricted stock awards or units that would have an anti-dilutive effect are excluded from the computation of diluted earnings (loss) per share.
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (In thousands, except per share data) | ||||
| Numerator: | ||||
| Net income (loss) | $(100) | $135 | $164 | $(1,304) |
| Denominator: | ||||
| Weighted-average basic shares outstanding | 12,011 | 11,767 | 11,919 | 11,760 |
| Effect of dilutive share-based awards | - | 197 | 65 | - |
| Weighted-average diluted shares | 12,011 | 11,964 | 11,984 | 11,760 |
| Basic earnings per share | $(0.01) | $0.01 | $0.01 | $(0.11) |
| Diluted earnings per share | $(0.01) | $0.01 | $0.01 | $(0.11) |
| Anti-dilutive shares excluded | 2,547 | 2,357 | 2,625 | 3,247 |
Business Segments and Geographic Information
Beginning January 1, 2026, the Company reports its operations throughtwo reportable segments: Talent and Data & AI. This change reflects a realignment of the Company’s internal management and reporting structure under its operating strategy, whereby the Chief Operating Decision Maker evaluates operating performance and allocates resources based on these two segments. Prior-period segment information has been recast to conform to the current presentation.
The Data & AI segment consists of direct client engagements that are managed as services-led accounts. These offerings include data management and analytics, digital transformation consulting, AI and Industry Solutions, staffing to direct customers, data engineering and IT services, and managed services. Engagements are typically project-based and may be structured as time-and-material or fixed-price arrangements and delivered using a combination of on-site and offshore resources.
The Talent segment consists of staffing engagements that provide clients with access to skilled technology professionals across a broad range of digital and mainstream IT disciplines. These engagements include both intermediated arrangements through managed service providers and system integrators that are managed as staffing-only engagements. Substantially all revenue within this segment is recognized over time as services are performed, generally based on hours worked.
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in thousands) | ||||
| Revenues: | ||||
| Data & AI | $13,484 | $15,737 | $26,068 | $31,734 |
| Talent | 27,963 | 33,360 | 56,462 | 65,680 |
| Total revenues | $41,447 | $49,097 | $82,530 | $97,414 |
| Cost of Revenues: | ||||
| Data & AI | $8,033 | $9,598 | $15,933 | $19,561 |
| Talent | 21,415 | 25,679 | 43,573 | 51,141 |
| Total cost of revenues1 | $29,448 | $35,277 | $59,506 | $70,702 |
| Gross Profit: | ||||
| Data & AI | $5,451 | $6,139 | $10,135 | $12,173 |
| Talent | 6,548 | 7,681 | 12,889 | 14,539 |
| Total gross profit1 | $11,999 | $13,820 | $23,024 | $26,712 |
| Gross Margin %: | ||||
| Data & AI | 40.4% | 39.0% | 38.9% | 38.4% |
| Talent | 23.4% | 23.0% | 22.8% | 22.1% |
| Total gross margin %1 | 29.0% | 28.1% | 27.9% | 27.4% |
| Sales & Marketing Expenses: | ||||
| Data & AI | $2,400 | $2,177 | $4,298 | $4,646 |
| Talent | 1,045 | 2,047 | 1,980 | 3,879 |
| Total sales & marketing expenses | $3,445 | $4,224 | $6,278 | $8,525 |
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in thousands) | ||||
| Operations Expenses: | ||||
| Data & AI | $927 | $434 | $1,732 | $912 |
| Talent | 1,446 | 1,591 | 2,397 | 3,332 |
| Total operations expenses | $2,373 | $2,025 | $4,129 | $4,244 |
| General & Administrative Expenses: | ||||
| Data & AI | $2,605 | $2,571 | $5,034 | $5,386 |
| Talent | 3,297 | 3,404 | 6,651 | 6,755 |
| Total general & administrative expenses | $5,902 | $5,975 | $11,685 | $12,141 |
| Segment operating income (loss): | ||||
| Data & AI | $(481) | $957 | $(929) | $1,229 |
| Talent | 760 | 639 | 1,861 | 573 |
| Subtotal | 279 | 1,596 | 932 | 1,802 |
| Unallocated Cost: | ||||
| Amortization of acquired intangible assets | $(604) | $(649) | $(1,207) | $(1,299) |
| Finance and accounting transition expense | — | (688) | — | (688) |
| Severance expense | — | (232) | — | (1,641) |
| Interest income (expense), FX, gains (losses) and other, net | 323 | 183 | 930 | 274 |
| Income (loss) before income taxes | $(2) | $210 | $655 | $(1,552) |
Below is geographic information related to our revenues from external customers:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in thousands) | ||||
| United States | $40,566 | $48,582 | $80,960 | $96,334 |
| Canada | 38 | 146 | 140 | 276 |
| India and Other | 843 | 369 | 1,430 | 804 |
| Total revenues | $41,447 | $49,097 | $82,530 | $97,414 |
The Company does not disclose total assets by reportable segment, as such information is not regularly provided to the Company’s Chief Operating Decision Maker (“CODM”). A significant portion of the Company’s assets is utilized across both segments and is not specifically attributable to individual segments.
Recently Issued Accounting Standards
Recent Accounting Pronouncements not yet adopted
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 is evaluating the impact of the ASU on its financial disclosures.
Recently Adopted Accounting Pronouncements
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 adopted ASU 2025-05 on January 1, 2026. The adoption did not have a material impact on the Company's condensed 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.