8-K
false 0001437226 0001437226 2023-02-08 2023-02-08

 

 

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): February 8, 2023

 

 

MASTECH DIGITAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Pennsylvania   001-34099   26-2753540
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   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 February 8, 2023, Mastech Digital, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the fourth quarter and full year ended December 31, 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 8.01

Other Events.

The Board of Directors of the Company (the “Board”) authorized a share repurchase program that allows the Company to purchase up to 500,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). The share repurchase program is effective February 8, 2023. The Common Stock may be repurchased from time to time in the open market, through privately negotiated transactions, through block purchases or other purchase techniques, or by any combination of such methods. The share repurchase program may be modified, suspended or terminated at any time at the discretion of the Board. The timing and actual number of shares of Common Stock to be repurchased by the Company (if any) will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.

  

Description

99.1    Press Release issued by Mastech Digital, Inc. on February 8, 2023.
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

February 8, 2023

EX-99.1

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE:

Mastech Digital Reports 9% Revenue Growth in 2022, Despite a 3% Decline in Fourth Quarter

Board of Directors approves a 500,000-share repurchase program

PITTSBURGH, PA – February 8, 2023 - Mastech Digital, Inc. (NYSE American: MHH), a leading provider of Digital Transformation IT Services, announced today its financial results for the fourth quarter and full year ended December 31, 2022. Additionally, the Company announced that the Board of Directors authorized a share repurchase program of up to 500,000-shares of Company common stock over the next two-years.

Fourth Quarter 2022 Highlights:

 

   

Total consolidated revenues declined by 3% to $57.2 million, compared to revenues of $59.0 million in the 2021 fourth quarter;

 

   

The Company’s Data and Analytics Services segment reported revenues of $9.1 million, compared to $10.1 million in the 2021 fourth quarter;

 

   

The IT Staffing Services segment achieved revenues of $48.1 million, compared to $49.0 million in the 2021 fourth quarter, as its consultants-on-billing declined during the quarter;

 

   

GAAP diluted earnings per share were $0.13 in the fourth quarter of 2022 versus $0.32 in the 2021 fourth quarter;

 

   

Non-GAAP diluted earnings per share were $0.23 in the fourth quarter of 2022 versus $0.34 in the 2021 fourth quarter; and

 

   

During the fourth quarter of 2022, the Company appointed Michael Fleishman as the new Chief Executive Officer of its Data and Analytics Services segment with the objective of re-energizing the D&A Services segment and putting it on a sustainable growth trajectory.

Full Year 2022 Highlights:

 

   

Total consolidated revenues were $242.2 million, up 9% from 2021 revenues of $222.0 million;

 

   

The Company’s Data and Analytics Services segment reported revenues of $40.6 million, up 6% compared to $38.3 million in 2021;

 

   

The IT Staffing Services segment delivered revenues of $201.6 million, up 10% compared to $183.7 million in 2021;

 

   

Consolidated gross profits grew to $63.2 million, up 6% compared to $59.4 million in 2021, despite a 70-basis point decline in gross margins;

 

   

GAAP diluted earnings per share were $0.72 in 2022 compared to $1.02 in 2021; and

 

   

Non-GAAP diluted earnings per share were $1.13 in 2022 versus $1.19 in 2021.

Fourth Quarter Results:

Revenues for the fourth quarter of 2022 totaled $57.2 million, compared to $59.0 million during the corresponding quarter of 2021. Gross profits in the fourth quarter of 2022 were $14.2 million, compared to $15.7 million in the same quarter of 2021. GAAP net income for the fourth quarter of 2022 totaled $1.5 million or $0.13 per diluted share, compared to $3.9 million or $0.32 per diluted share during the same period of 2021. Non-GAAP net income for the fourth quarter of 2022 was $2.8 million or $0.23 per diluted share, compared to $4.0 million or $0.34 per diluted share in the fourth quarter of 2021.


LOGO

 

Activity levels at the Company’s Data and Analytics Services segment were down in the fourth quarter from the first half of the year as bookings underperformed, causing revenues to be short of expectations. Customer demand for the Company’s IT Staffing services was fickle in Q-4 reflecting the impact of economic uncertainty in the marketplace, along with the seasonal high assignment ends at year-end.

Full Year Results:

Revenues for the full year of 2022 totaled $242.2 million, compared to $222.0 million in 2021. Gross profits for 2022 totaled $63.2 million or 26.1% of total revenues, compared to $59.4 million or 26.8% of total revenues in 2021. GAAP net income for 2022 was $8.7 million or $0.72 per diluted share, compared to $12.2 million or $1.02 per diluted share in 2021. Non-GAAP net income for 2022 totaled $13.7 million or $1.13 per diluted share, compared to $14.3 million or $1.19 per diluted share in 2021.

Vivek Gupta, the Company’s President and Chief Executive Officer stated, “the second half of 2022 was a challenging period for both of our business segments. Economic uncertainty, including customer concerns regarding inflationary conditions, clearly had an impact on our quarterly performance. However, we believe our businesses and their future prospects remain fundamentally strong, and our balance sheet is solid. We also appointed a new Chief Executive Officer of the Data and Analytics Service segment, Michael Fleishman. We believe that Michael’s deep industry knowledge, experience and strategic focus will assist the Company in meeting its goals of accelerating revenue growth and gross margin expansion for the Data and Analytics segment.”

Michael Fleishman, the Company’s newly appointed Chief Executive Officer of the Data and Analytics Services segment stated “Looking at Mastech, I saw a company with excellent capabilities across the Data Modernization space and a strong customer-base of marquee logos, which has not fully capitalized on its opportunities for growth. To join an organization with so much upward mobility in a space where demand is expected to exceed $3 trillion by 2026 is truly a dream of mine.”

Commenting on the Company’s financial position, Jack Cronin, Mastech Digital’s Chief Financial Officer, stated, “During 2022, we early-paid bank debt in anticipation of an accelerating interest rate environment. We are currently debt-free, with the final payment of our term-loan installment occurring on January 3, 2023. At December 31, 2022, we had $6.0 million of cash balances on hand, net of bank debt, and had borrowing availability of approximately $32 million under our revolving credit facility. Additionally, our credit facility’s accordion feature can provide us with up to an additional $20 million in term loan-capacity for any M&A activity. We believe our cash on hand, credit availability and free cash flow expectations for 2023, provide us with adequate resources to fund the business and support our share repurchase program, and also provide significant capacity to fund potential strategic acquisitions.”

Share Repurchase Authorization

The share repurchase program is currently in effect and repurchases may occur from time to time in the open market, through privately negotiated transactions, through block purchases or other purchase techniques, or by any combination of such methods, and may be modified, suspended or terminated at any time at the discretion of the Company’s Board of Directors. The timing and actual number of shares repurchased (if any) will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations.


LOGO

 

About Mastech Digital, Inc.:

Mastech Digital (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.

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 this 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.


LOGO

 

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 are useful for investors to understand the effects of these items on our total operating expenses and facilitate 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, and statements regarding the terms, timing, logistics and conditions of the Company’s share repurchase program. 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)

 

     December 31,
2022
    December 31,
2021
 
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 7,057     $ 6,622  

Accounts receivable, net

     42,322       43,393  

Prepaid and other current assets

     3,795       3,890  
  

 

 

   

 

 

 

Total current assets

     53,174       53,905  

Equipment, enterprise software and leasehold improvements, net

     2,665       3,038  

Operating lease right-of-use assets

     3,886       4,894  

Deferred financing costs, net

     293       366  

Non-current deposits

     578       595  

Goodwill, net of impairment

     32,510       32,510  

Intangible assets, net

     15,773       18,760  
  

 

 

   

 

 

 

Total assets

   $ 108,879     $ 114,068  
  

 

 

   

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY     

Current liabilities:

    

Current portion of long-term debt

   $ 1,100     $ 4,400  

Current portion of operating lease liability

     1,504       1,479  

Accounts payable

     4,475       4,954  

Accrued payroll and related costs

     11,085       14,240  

Other accrued liabilities

     1,393       1,771  
  

 

 

   

 

 

 

Total current liabilities

     19,557       26,844  

Long-term liabilities:

    

Long-term debt, less current portion, net

     —         8,700  

Long-term operating lease liability, less current portion

     2,294       3,706  

Long-term accrued income taxes

     105       125  

Deferred income taxes

     920       265  
  

 

 

   

 

 

 

Total liabilities

     22,876       39,640  

Shareholders’ equity:

    

Common stock, par value $0.01 per share

     133       131  

Additional paid-in capital

     32,059       28,250  

Retained earnings

     59,553       50,841  

Accumulated other comprehensive income (loss)

     (1,555     (607

Treasury stock, at cost

     (4,187     (4,187
  

 

 

   

 

 

 

Total shareholders’ equity

     86,003       74,428  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 108,879     $ 114,068  
  

 

 

   

 

 

 


MASTECH DIGITAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)

 

     Three Months ended December 31,     Year ended December 31,  
             2022                      2021                 2022              2021      

Revenues

   $ 57,216      $ 59,048     $ 242,238      $ 222,012  

Cost of revenues

     42,998        43,343       179,055        162,568  
  

 

 

    

 

 

   

 

 

    

 

 

 

Gross profit

     14,218        15,705       63,183        59,444  

Selling, general and administrative expenses:

          

Operating expenses

     12,231        11,150       50,984        44,716  

Revaluation of contingent consideration liability

     —          (900     —          (2,882
  

 

 

    

 

 

   

 

 

    

 

 

 

Total selling, general and administrative expenses

     12,231        10,250       50,984        41,834  
  

 

 

    

 

 

   

 

 

    

 

 

 

Income from operations

     1,987        5,455       12,199        17,610  

Other income/(expense), net

     284        (113     292        (724
  

 

 

    

 

 

   

 

 

    

 

 

 

Income before income taxes

     2,271        5,342       12,491        16,886  

Income tax expense

     733        1,459       3,779        4,665  
  

 

 

    

 

 

   

 

 

    

 

 

 

Net income

   $ 1,538      $ 3,883     $ 8,712      $ 12,221  
  

 

 

    

 

 

   

 

 

    

 

 

 

Earnings per share:

          

Basic

   $ 0.13      $ 0.34     $ 0.75      $ 1.07  

Diluted

   $ 0.13      $ 0.32     $ 0.72      $ 1.02  

Weighted average common shares outstanding:

          

Basic

     11,620        11,453       11,588        11,436  
  

 

 

    

 

 

   

 

 

    

 

 

 

Diluted

     12,063        12,039       12,077        12,007  
  

 

 

    

 

 

   

 

 

    

 

 

 


MASTECH DIGITAL, INC.

RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

(Amounts in thousands, except per share data)

(Unaudited)

 

     Three Months ended December 31,     Year ended December 31,  
     2022     2021     2022     2021  

GAAP Net Income

   $ 1,538     $ 3,883     $ 8,712     $ 12,221  

Adjustments:

        

Amortization of acquired intangible assets

     612       792       2,987       3,170  

Stock-based compensation

     171       141       2,225       2,212  

Acquisition transaction expenses

     —         140       —         140  

Severance expense

     870       —         990       —    

Cyber-security breach

     —         —         450       —    

Revaluation of contingent consideration liability

     —         (900     —         (2,882

Income tax adjustments

     (423     (21     (1,677     (588
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Net Income

   $ 2,768     $ 4,035     $ 13,687     $ 14,273  
  

 

 

   

 

 

   

 

 

   

 

 

 

GAAP Diluted Earnings Per Share

   $ 0.13     $ 0.32     $ 0.72     $ 1.02  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Diluted Earnings Per Share

   $ 0.23     $ 0.34     $ 1.13     $ 1.19  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding:

        

GAAP Diluted Shares

     12,063       12,039       12,077       12,007  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Diluted Shares

     12,063       12,039       12,077       12,007  
  

 

 

   

 

 

   

 

 

   

 

 

 


MASTECH DIGITAL, INC.

SUPPLEMENTAL FINANCIAL INFORMATION

(Amounts in thousands)

(Unaudited)

 

     Three Months ended December 31,     Year ended December 31,  
     2022     2021     2022     2021  

Revenues:

        

Data and analytics services

   $ 9,116     $ 10,072     $ 40,594     $ 38,339  

IT staffing services

     48,100       48,976       201,644       183,673  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

   $ 57,216     $ 59,048     $ 242,238     $ 222,012  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Margin %:

        

Data and analytics services

     37.0     48.9     41.5     48.4

IT staffing services

     22.5     22.0     23.0     22.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Total gross margin %

     24.8     26.6     26.1     26.8
  

 

 

   

 

 

   

 

 

   

 

 

 

Segment Operating Income:

        

Data and analytics services

   $ 714     $ 2,296     $ 3,329     $ 5,310  

IT staffing services

     2,755       3,191       13,297       12,728  
  

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

     3,469       5,487       16,626       18,038  

Amortization of acquired intangible assets

     (612     (792     (2,987     (3,170

Reserve for cyber-security breach

     —         —         (450     —    

Severance expense

     (870     —         (990     —    

Revaluation of contingent consideration liability

     —         900       —         2,882  

Acquisition transaction expenses

     —         (140     —         (140

Interest expense and other, net

     284       (113     292       (724
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

   $ 2,271     $ 5,342     $ 12,491     $ 16,886