8-K
false 0001437226 0001437226 2024-11-06 2024-11-06

 

 

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 6, 2024

 

 

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 6, 2024, Mastech Digital, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the third quarter ended September 30, 2024. 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 6, 2024.
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 6, 2024

EX-99.1

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE:

Mastech Digital Reports 8% Year-over-Year Revenue Growth and 5% Sequential Revenue Growth for the Third Quarter 2024

Consolidated Gross Margins of 28.5% Set a New Mastech Digital Record for the Quarter

PITTSBURGH, PA – November 6, 2024 - Mastech Digital, Inc. (NYSE American: MHH), a leading provider of Digital Transformation IT Services, announced today its financial results for the third quarter ended September 30, 2024.

Third Quarter 2024 Highlights:

 

   

Total consolidated revenues increased by $4.1 million on a year-over-year basis and by $2.3 million on a sequential quarterly basis to $51.8 million and represented our third consecutive quarter of revenue growth;

 

   

The Company’s Data and Analytics Services segment reported revenues of $9.4 million, which were 17% higher than revenues in the third quarter of 2023 and 6% higher on a sequential basis from the second quarter of 2024;

 

   

The IT Staffing Services segment delivered revenues of $42.4 million, achieving year-over-year growth of 7% and sequential quarterly growth of 4% when compared to revenues reported in the second quarter of 2024;

 

   

Gross margins achieved during the third quarter of 2024 were a Company performance record 28.5%, surpassing our previous gross margin record from the previous quarter;

 

   

GAAP diluted earnings per share was $0.16 in the third quarter of 2024, versus $0.01 in the third quarter of 2023 and $0.12 in the second quarter of 2024; and

 

   

Non-GAAP diluted earnings per share was $0.23 in the third quarter of 2024, versus $0.11 in the third quarter of 2023 and $0.19 in the second quarter of 2024.

Third Quarter Results:

Revenues for the third quarter of 2024 totaled $51.8 million, compared to $47.8 million during the corresponding quarter of 2023. Gross profits in the third quarter of 2024 were $14.8 million, compared to $12.6 million in the same quarter of 2023. Gross margins improved to a Company performance record 28.5% in the 2024 third quarter, versus 26.3% in the 2023 third quarter. GAAP net income for the third quarter of 2024 totaled $1.9 million or $0.16 per diluted share, compared to $125,000 or $0.01 per diluted share, during the same period of 2023. Non-GAAP net income for the third quarter of 2024 totaled $2.8 million or $0.23 per diluted share compared to $1.3 million, or $0.11 per diluted share, in the third quarter of 2023.

Activity levels at the Company’s Data and Analytics Services segment continued to be solid in the third quarter of 2024. Order bookings totaled $11.1 million during the quarter, as the Company saw numerous existing clients increase spending due to an improved economic outlook. This bookings performance exceeded our 2023 third quarter bookings by $6 million. Our IT Staffing Services clients have also shown a willingness to start new assignments during 2024 compared to the previous year, as we grew our billable consultant base by 13% over the first nine months of 2024.


Vivek Gupta, the Company’s President and Chief Executive Officer, stated: “The third quarter of 2024 was a continuation of the positive momentum that we experienced during the first half of the year. A healthier macro-economic outlook and increased operational efficiencies within both of our business segments have elevated our demand trajectory in 2024. Additionally, our higher gross margin performance has highlighted several upgrades we made to the delivery-side of our organization during the year. In summary, I’m excited about our third quarter 2024 financial performance and the opportunities that we have in front of us.”

Commenting on the Company’s financial position, Jack Cronin, Mastech Digital’s Chief Financial Officer, stated: “On September 30, 2024, we had $23.9 million of cash balances on hand, no bank debt, and borrowing availability of approximately $25 million under our revolving credit facility. Our Days Sales Outstanding (DSO) measurement was a healthy 55 days on September 30, 2024. Our free cash flow for the first nine months of 2024 totaled $2.3 million and included $4.3 million of funding investments in operating working capital levels to support revenue growth.”

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 expenses 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.


Settlement reserve on employment-related claim, net of recoveries: In the second quarter of 2023, we recognized a pre-tax reserve of $3.1 million related to an employment claim asserted by a former employee who alleged various employment-related claims against the Company, including a claim of wrongful termination. During the third quarter of 2023, we formally settled this claim in accordance with the economic terms and conditions that were reflected in our second quarter 2023 financial statements. We have excluded this reserve in our non-GAAP financial measures because we believe it is not indicative of our ongoing operating performance and thus its exclusion allows investors to make more meaningful comparison between our operating results and those of other companies within our industry and facilitates a helpful 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 and general economic 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 or any other pandemics or outbreaks disrupting day-to-day activities 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, 2023.

# # #

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,
2024
    December 31,
2023
 
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 23,885     $ 21,147  

Accounts receivable, net

     34,054       29,815  

Prepaid and other current assets

     7,876       5,501  
  

 

 

   

 

 

 

Total current assets

     65,815       56,463  

Equipment, enterprise software and leasehold improvements, net

     2,083       1,913  

Operating lease right-of-use assets, net

     4,147       5,106  

Deferred income taxes

     607       793  

Deferred financing costs, net

     213       284  

Non-current deposits

     452       457  

Goodwill, net of impairment

     27,210       27,210  

Intangible assets, net of amortization

     10,958       13,001  
  

 

 

   

 

 

 

Total assets

   $ 111,485     $ 105,227  
  

 

 

   

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY     

Current liabilities:

    

Accounts payable

   $ 4,636     $ 4,659  

Current portion of operating lease liability

     1,257       1,236  

Accrued payroll and related costs

     14,717       12,354  

Other accrued liabilities

     1,491       1,622  
  

 

 

   

 

 

 

Total current liabilities

     22,101       19,871  

Long-term liabilities:

    

Long-term operating lease liability, less current portion

     2,857       3,843  

Long-term accrued income taxes

     —        69  
  

 

 

   

 

 

 

Total liabilities

     24,958       23,783  

Shareholders’ equity:

    

Common stock, par value $0.01 per share

     134       133  

Additional paid-in capital

     37,473       35,345  

Retained earnings

     55,520       52,415  

Accumulated other comprehensive income (loss)

     (1,715     (1,644

Treasury stock, at cost

     (4,885     (4,805
  

 

 

   

 

 

 

Total shareholders’ equity

     86,527       81,444  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 111,485     $ 105,227  
  

 

 

   

 

 

 

 


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,
 
     2024      2023     2024      2023  

Revenues

   $ 51,839      $ 47,779     $ 148,196      $ 155,046  

Cost of revenues

     37,068        35,213       107,314        115,354  
  

 

 

    

 

 

   

 

 

    

 

 

 

Gross profit

     14,771        12,566       40,882        39,692  

Selling, general and administrative expenses:

          

Operating expenses

     12,332        12,615       37,156        38,937  

Employment-related claim, net of recoveries

     —         —        —         3,100  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total selling, general and administrative expenses

     12,332        12,615       37,156        42,037  
  

 

 

    

 

 

   

 

 

    

 

 

 

Income (loss) from operations

     2,439        (49     3,726        (2,345

Other income/(expense), net

     133        203       373        200  
  

 

 

    

 

 

   

 

 

    

 

 

 

Income (loss) before income taxes

     2,572        154       4,099        (2,145

Income tax expense (benefit)

     697        29       994        (358
  

 

 

    

 

 

   

 

 

    

 

 

 

Net income (loss)

   $ 1,875      $ 125     $ 3,105      $ (1,787
  

 

 

    

 

 

   

 

 

    

 

 

 

Earnings (loss) per share:

          

Basic

   $ 0.16      $ 0.01     $ 0.27      $ (0.15 ) 

Diluted

   $ 0.16      $ 0.01     $ 0.26      $ (0.15 ) 

Weighted average common shares outstanding:

          

Basic

     11,695        11,597       11,654        11,618  
  

 

 

    

 

 

   

 

 

    

 

 

 

Diluted

     12,011        11,968       11,949        11,618  
  

 

 

    

 

 

   

 

 

    

 

 

 

 


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,
 
     2024     2023     2024     2023  

GAAP Net Income (Loss)

   $ 1,875     $ 125     $ 3,105     $ (1,787 ) 

Adjustments:

        

Amortization of acquired intangible assets

     657       693       2,043       2,079  

Stock-based compensation

     542       824       1,553       2,501  

Employment-related claim, net of recoveries

     —        —        —        3,100  

Income tax adjustments

     (305     (385     (920     (1,944
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Net Income

   $ 2,769     $ 1,257     $ 5,781     $ 3,949  
  

 

 

   

 

 

   

 

 

   

 

 

 

GAAP Diluted Earnings (Loss) Per Share

   $ 0.16     $ 0.01     $ 0.26     $ (0.15 ) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Diluted Earnings Per Share

   $ 0.23     $ 0.11     $ 0.48     $ 0.33  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding:

        

GAAP Diluted Shares

     12,011       11,968       11,949       11,618  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Diluted Shares

     12,011       11,968       11,949       11,998  
  

 

 

   

 

 

   

 

 

   

 

 

 

 


MASTECH DIGITAL, INC.

SUPPLEMENTAL FINANCIAL INFORMATION

(Amounts in thousands)

(Unaudited)

 

     Three Months ended
September 30,
    Nine Months ended
September 30,
 
     2024     2023     2024     2023  

Revenues:

        

Data and analytics services

   $ 9,398     $ 8,038     $ 26,341     $ 26,206  

IT staffing services

     42,441       39,741       121,855       128,840  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

   $ 51,839     $ 47,779     $ 148,196     $ 155,046  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Margin %:

        

Data and analytics services

     50.7     45.8     48.9     43.1

IT staffing services

     23.6     22.4     23.0     22.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Total gross margin %

     28.5 %      26.3 %      27.6 %      25.6 % 
  

 

 

   

 

 

   

 

 

   

 

 

 

Segment Operating Income:

        

Data and analytics services

   $ 1,145     $ (832   $ 1,435     $ (2,393

IT staffing services

     1,951       1,476       4,334       5,227  
  

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

     3,096       644       5,769       2,834  

Amortization of acquired intangible assets

     (657     (693     (2,043     (2,079

Employment-related claim, net of recoveries

     —        —        —        (3,100

Interest income (expense) and other, net

     133       203       373       200  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

   $ 2,572     $ 154     $ 4,099     $ (2,145 )