8-K
false 0001437226 0001437226 2022-11-02 2022-11-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 2, 2022

 

 

MASTECH DIGITAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Pennsylvania   001-34099   26-2753540
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1305 Cherrington Parkway, Suite 400

Moon Township, PA 15108

(Address of Principal Executive Offices) (Zip Code)

(412) 787-2100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $.01 per share   MHH   NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On November 2, 2022, Mastech Digital, Inc. issued a press release (the “Press Release”) announcing its financial results for the third quarter ended September 30, 2022. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1    Press Release issued by Mastech Digital, Inc. on November 2, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

-1-


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MASTECH DIGITAL, INC.
By:  

/s/ John J. Cronin, Jr.

Name:   John J. Cronin, Jr.
Title:   Chief Financial Officer

November 2, 2022

EX-99.1

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE:

Mastech Digital Reports 6% Increase in Revenues in the Third Quarter 2022

The IT Staffing Services Segment Achieved 4% Sequential Revenue Growth during the Quarter

PITTSBURGH, PA – November 2, 2022—Mastech Digital, Inc. (NYSE American: MHH), a leading provider of Digital Transformation IT Services, announced today its financial results for the third quarter ending September 30, 2022.

Third Quarter 2022 Financial Highlights:

 

   

The Company delivered consolidated revenues of $63.2 million in the third quarter of 2022, which represented organic growth of 6% over revenues of $59.5 million in the 2021 third quarter;

 

   

The Company’s Data and Analytics Services segment reported revenues of $10.1 million, a decline of $0.4 million over last year’s $10.5 million;

 

   

The IT Staffing Services segment achieved revenues of $53.1 million, an increase of $4.1 million or 8% over last year’s $49.0 million;

 

   

GAAP diluted earnings per share was $0.20 in the third quarter of 2022 compared to $0.28 in the third quarter of 2021; and

 

   

Non-GAAP diluted earnings per share was $0.33 in the third quarter of 2022 compared to $0.38 in the 2021 third quarter.

Third Quarter 2022 Results:

Revenues for the third quarter of 2022 totaled $63.2 million compared to $59.5 million during the corresponding quarter of 2021. Gross profits in the third quarter of 2022 declined year-over-year by $0.3 million to $16.3 million due to a revenue shortfall and a fixed price project over-run in the Data and Analytics Services segment. GAAP net income for the third quarter of 2022 totaled $2.4 million or $0.20 per diluted share, compared to $3.4 million or $0.28 per diluted share during the same period of 2021. Non-GAAP net income for the third quarter of 2022 was $4.0 million or $0.33 per diluted share, compared to $4.6 million or $0.38 per diluted share in the third quarter of 2021.

Third quarter 2022 GAAP net income was impacted by two pre-tax charges booked during the quarter which totaled $570,000. First, we experienced a cyber-security breach of a single employee email account for which we reserved $450,000 related to the costs of engaging cyber-security advisors to assist us in properly closing this matter and for other potential losses associated with the breach. Also, during the quarter, we made a decision in the Data and Analytics Services segment to close our underperforming operations in Singapore and Ireland and to rationalize our operating cost structure in the UK. Accordingly, we reserved $120,000 of severance expense related to these actions.

Activity levels at the Company’s Data and Analytics Services segment were down from the previous quarter as bookings were light and new pipeline opportunities were below expectations. Accordingly, Data and Analytics revenues underperformed and gross margins declined due to low utilization and a $0.3 million cost over-run on a fixed price project – our first such over-run since 2018. Demand for the Company’s IT Staffing Services segment showed some weakness in assignment starts compared to the previous quarter. Additionally, project ends remained elevated during the quarter, which resulted in a decline of 30-consultants on billing.

 


LOGO

 

Commenting on third quarter financial results, Vivek Gupta, the Company’s President and Chief Executive Officer stated “both of our business segments came under a bit of stress during the quarter. Our Data & Analytics Services segment was unable to fully deploy the second quarter ramp-up of billable resources, resulting in lower revenues and sub-par utilization. There was also a project cost over-run that impacted our gross margin performance in this segment. Our IT Staffing segment, on the other hand, delivered positive financial results in third quarter, although we did experience some decline in staffing demand as we’ve seen customers controlling their staffing spend in anticipation of potential recessionary conditions.”

Addressing the cyber-security breach, Mr. Gupta said “thankfully our investigation of the matter revealed that only two clients were impacted by the breach, and the majority of our pre-tax reserve was for cyber-security expertise expense to help with containment and compliance action steps.”

Addressing the Company’s financial position, Jack Cronin, the Company’s Chief Financial Officer, stated: “On September 30, 2022 we had cash balances on hand of $3.5 million, outstanding bank debt of approximately $2.2 million, no borrowings under our revolving credit facility, and cash availability of $36.4 million, excluding our term loan accordion feature which can provide us with additional term-loan capacity of up to another $20 million.    During the third quarter 2022, we elected to early-pay $7.6 million of our outstanding term loan with excess cash balances.“

About Mastech Digital, Inc.:

Mastech Digital, Inc. (NYSE American: MHH) is a leading provider of Digital Transformation IT Services. The Company offers Data Management and Analytics Solutions, Digital Learning, and IT Staffing Services with a Digital First approach. A minority-owned enterprise, Mastech Digital is headquartered in Pittsburgh, PA with offices across the U.S., Canada, Europe and India.

Use of Non-GAAP Measures:

This press release contains non-GAAP financial measures to supplement our financial results presented on a GAAP basis. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. Reconciliations of these non-GAAP measures to their comparable GAAP measures are included in the attached financial tables.

We believe that providing non-GAAP net income and non-GAAP diluted earnings per share offers investors useful supplemental information about the financial performance of our business, enables comparison of financial results between periods where certain items may vary independent of business performance, and allows for greater transparency with respect to key metrics used by management in operating our business. Additionally, management uses these non-GAAP financial measures in evaluating the Company’s performance.

Specifically, the non-GAAP financial measures contained herein exclude the following expense items:

Amortization of acquired intangible assets: We amortize intangible assets acquired in connection with our June 2015 acquisition of Hudson IT, our July 2017 acquisition of the services division of InfoTrellis, Inc. and our October 2020 acquisition of AmberLeaf Partners. We exclude these amortization expenses in our non-GAAP financial measures because we believe it allows investors to make more meaningful comparisons between our operating results and those of other companies within our industry and facilitates a helpful comparison of our results with other periods.


LOGO

 

Stock-based compensation expenses: We incur material recurring expense related to non-cash, stock-based compensation. We exclude these expenses in our non-GAAP financial measures because we believe that it provides investors with meaningful supplemental information regarding operational performance. In particular, because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use under ASC 718, we believe that providing non-GAAP financial measures that exclude these expenses allows investors to make more meaningful comparisons between our operating results and those of other companies within our industry and facilitates comparison of our results with other periods.

Severance charges: From time to time, we incur severance expense related to the termination by the Company of leadership and other key personnel. We believe that providing non-GAAP financial measures that exclude these expenses allows investors to make more meaningful comparisons between our operating results and those of other companies within our industry and facilitates comparison of our results with other periods.

Cyber-security breach: In July 2022, we incurred a cyber-security breach of a single employee email, which resulted in potential damages and the incurrence of expenses related to the engagement of cyber-security experts to assist with containment and compliance action steps associated with appropriate closure of incident. While there are no guarantees that other security breaches will not occur in the future, we believe that providing non-GAAP financial measures that exclude these expenses is useful for investors to understand the effects of these items on our total operating expenses and facilitates comparison of our results with other periods.

Contingent consideration liability revaluation: In connection with the AmberLeaf acquisition, the Company was required to pay future consideration contingent upon the achievement of specific financial objectives. As of the acquisition date, the Company recorded a contingent consideration liability representing the estimated fair value of the contingent consideration that was expected to be paid. In the second quarter of 2021, this contingent consideration liability was reduced by $2.0 million to $900,000, and in the fourth quarter of 2021 the liability was reduced to $0, after the Company determined that relevant conditions for the payment of such liability were unlikely to be satisfied. We believe that providing non-GAAP financial measures that exclude these adjustments to expense is useful for investors to understand the effects of these items on our total operating expenses and facilitates comparison of our results with other periods.

Forward-Looking Statements:

Certain statements contained in this release are forward-looking statements based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements, which include but are not limited to projections of and statements regarding the Company’s ability to generate revenues, earnings, and cash flow. These statements are based on information currently available to the Company and it assumes no obligation to update the forward-looking statements as circumstances change. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecasted in forward-looking statements due to a variety of factors, including, without limitation, the level of market demand for the Company’s services, the highly competitive market for the types of services offered by the Company, the impact of competitive factors on profit margins, market conditions that could cause the Company’s customers to reduce their spending for its services, the Company’s ability to create, acquire and build new lines of business, to attract and retain qualified personnel, reduce costs and conserve cash, the extent to which the Company’s business is adversely affected by the impacts of the COVID-19 pandemic and governmental responses to limit the further spread of COVID-19 and other risks that are described in more detail in the Company’s filings with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2021.

# # #

For more information, contact:

Donna Kijowski

Manager, Investor Relations

Mastech Digital, Inc.

888.330.5497

 


MASTECH DIGITAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

 

     September 30,     December 31,  
     2022     2021  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 3,482     $ 6,622  

Accounts receivable, net

     50,440       43,393  

Prepaid and other current assets

     3,833       3,890  
  

 

 

   

 

 

 

Total current assets

     57,755       53,905  

Equipment, enterprise software and leasehold improvements, net

     2,981       3,038  

Operating lease right-of-use assets

     4,263       4,894  

Deferred financing costs, net

     311       —    

Non-current deposits

     571       595  

Goodwill, net of impairment

     32,510       32,510  

Intangible assets, net of amortization

     16,385       18,760  
  

 

 

   

 

 

 

Total assets

   $  114,776     $  113,702  
  

 

 

   

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY     

Current liabilities:

    

Current portion of long-term debt

   $ 2,200     $ 4,400  

Current portion of operating lease liability

     1,500       1,479  

Accounts payable

     5,831       4,954  

Accrued payroll and related costs

     15,628       14,240  

Other accrued liabilities

     1,585       1,771  
  

 

 

   

 

 

 

Total current liabilities

     26,744       26,844  

Long-term liabilities:

    

Long-term debt, less current portion, net

     —         8,334  

Long-term operating lease liability, less current portion

     2,699       3,706  

Long-term accrued income taxes

     105       125  

Deferred income taxes

     761       265  
  

 

 

   

 

 

 

Total liabilities

     30,309       39,274  

Shareholders’ equity:

    

Common stock, par value $0.01 per share

     133       131  

Additional paid-in capital

     31,814       28,250  

Retained earnings

     58,015       50,841  

Accumulated other comprehensive (loss)

     (1,308     (607

Treasury stock, at cost

     (4,187     (4,187
  

 

 

   

 

 

 

Total shareholders’ equity

     84,467       74,428  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 114,776     $ 113,702  
  

 

 

   

 

 

 


MASTECH DIGITAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)

 

     Three Months ended September 30,     Nine Months ended September 30,  
     2022      2021     2022      2021  

Revenues

   $  63,150      $  59,531     $  185,022      $  162,964  

Cost of revenues

     46,863        42,911       136,057        119,225  
  

 

 

    

 

 

   

 

 

    

 

 

 

Gross profit

     16,287        16,620       48,965        43,739  

Selling, general and administrative expenses:

          

Operating expenses

     12,930        11,645       38,753        33,566  

Revaluation of contingent consideration liability

     —          —         —          (1,982
  

 

 

    

 

 

   

 

 

    

 

 

 

Total selling, general and administrative expenses

     12,930        11,645       38,753        31,584  
  

 

 

    

 

 

   

 

 

    

 

 

 

Income from operations

     3,357        4,975       10,212        12,155  

Other income/(expense), net

            (235     8        (611
  

 

 

    

 

 

   

 

 

    

 

 

 

Income before income taxes

     3,357        4,740       10,220        11,544  

Income tax expense

     951        1,334       3,046        3,206  
  

 

 

    

 

 

   

 

 

    

 

 

 

Net income

   $ 2,406      $ 3,406     $ 7,174      $ 8,338  
  

 

 

    

 

 

   

 

 

    

 

 

 

Earnings per share:

          

Basic

   $ 0.21      $ 0.30     $ 0.62      $ 0.73  

Diluted

   $ 0.20      $ 0.28     $ 0.59      $ 0.69  

Weighted average common shares outstanding:

          

Basic

     11,616        11,441       11,578        11,430  
  

 

 

    

 

 

   

 

 

    

 

 

 

Diluted

     12,084        12,025       12,082        12,007  
  

 

 

    

 

 

   

 

 

    

 

 

 


MASTECH DIGITAL, INC.

RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

(Amounts in thousands, except per share data)

(Unaudited)

 

     Three Months ended September 30,     Nine Months ended September 30,  
     2022     2021     2022     2021  

GAAP Net Income

   $ 2,406     $ 3,406     $ 7,174     $ 8,338  

Adjustments:

        

Amortization of acquired intangible assets

     791       792       2,375       2,378  

Stock-based compensation

     776       693       2,054       2,071  

Revaluation of contingent consideration liability

     —         —         —         (1,982

Reserve for cyber-security breach

     450       —         450       —    

Severance expense

     120       —         120       —    

Income tax adjustments

     (508     (323     (1,254     (567
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Net Income

   $ 4,035     $ 4,568     $ 10,919     $ 10,238  
  

 

 

   

 

 

   

 

 

   

 

 

 

GAAP Diluted Earnings Per Share

   $ 0.20     $ 0.28     $ 0.59     $ 0.69  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Diluted Earnings Per Share

   $ 0.33     $ 0.38     $ 0.90     $ 0.85  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding:

        

GAAP Diluted Shares

     12,084       12,025       12,082       12,007  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Diluted Shares

     12,084       12,025       12,082       12,007  
  

 

 

   

 

 

   

 

 

   

 

 

 


MASTECH DIGITAL, INC.

SUPPLEMENTAL FINANCIAL INFORMATION

(Amounts in thousands)

(Unaudited)

 

     Three Months ended September 30,     Nine Months ended September 30,  
     2022     2021     2022     2021  

Revenues:

        

Data and analytics services

   $  10,076     $  10,523     $ 31,478     $ 28,267  

IT staffing services

     53,074       49,008       153,544       134,697  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

   $ 63,150     $ 59,531     $  185,022     $  162,964  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Margin %:

        

Data and analytics services

     39.6     51.6     42.8     48.2

IT staffing services

     23.2     22.8     23.1     22.4
  

 

 

   

 

 

   

 

 

   

 

 

 

Total gross margin %

     25.8     27.9     26.5     26.8
  

 

 

   

 

 

   

 

 

   

 

 

 

Segment Operating Income:

        

Data and analytics services

   $ 826     $ 1,851     $ 2,615     $ 3,014  

IT staffing services

     3,892       3,916       10,542       9,537  
  

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

     4,718       5,767       13,157       12,551  

Amortization of acquired intangible assets

     (791     (792     (2,375     (2,378

Revaluation of contingent consideration liability

     —         —         —         1,982  

Reserve for cyber-security breach

     (450     —         (450     —    

Severance expense

     (120     —         (120     —    

Interest expense and other, net

     —         (235     8       (611
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

   $ 3,357     $ 4,740     $ 10,220     $ 11,544