Mastech Digital, Inc 10-K for FY2024
Mastech Digital, Inc. (MHH)
About this 10-K
Mastech Digital, Inc filed this 10-K on March 14, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $198.94M
- down 1.1% from $201.1M a year earlier
- Net income
- $3.4M
- compared with a net loss of $7.14M a year earlier
- Diluted EPS
- $0.28
- compared with -$0.61 a year earlier
Table of Contents
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) | |
Title of each class |
Trading Symbol |
Name of exchange on which registered | ||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | |||||
| Emerging growth company | ||||||
Table of Contents
MASTECH DIGITAL, INC.
2024 FORM 10-K
TABLE OF CONTENTS
| Page | ||||||
| PART I | ||||||
| ITEM 1. | 2 | |||||
| ITEM 1A. | 12 | |||||
| ITEM 1B. | 27 | |||||
| ITEM 1C. | 27 | |||||
| ITEM 2. | 30 | |||||
| ITEM 3. | 30 | |||||
| ITEM 4. | 30 | |||||
| PART II | ||||||
| ITEM 5. | 31 | |||||
| ITEM 6. | 32 | |||||
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
32 | ||||
| ITEM 7A. | 45 | |||||
| ITEM 8. | 46 | |||||
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
80 | ||||
| ITEM 9A. | 80 | |||||
| ITEM 9B. | 81 | |||||
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
81 | ||||
| PART III | ||||||
| ITEM 10. | 82 | |||||
| ITEM 11. | 82 | |||||
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
82 | ||||
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
82 | ||||
| ITEM 14. | 82 | |||||
| PART IV | ||||||
| ITEM 15. | 83 | |||||
| 88 | ||||||
Table of Contents
PART I
Forward-Looking Statements
This Annual Report on Form 10-K contains statements that are not historical facts and that constitute “forward looking statements” within the meaning of such terms under the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from those expressed in, or implied by, our forward-looking statements. Words such as “expects”, “intends”, “anticipates”, “believes”, “estimates”, “assumes”, “projects” and similar expressions are intended to identify such forward-looking statements. You should not rely solely on the forward-looking statements and should consider all uncertainties and risks throughout this Annual Report on Form 10-K, including those described under “Risk Factors”. These statements are based on information currently available, and we undertake no obligation to update any forward-looking statement as circumstances change.
Factors or events that could cause results or performance to differ materially from those expressed in our forward-looking statements include the following:
| • | changes in general U.S. and global economic conditions and economic conditions in the industries in which we operate; |
| • | social, political, and economic instability, unrest, significant changes, and other circumstances beyond our control, including circumstances related to changes in the U.S. political landscape; |
| • | our ability to retain existing clients and obtain new clients; |
| • | changes in competitive conditions; |
| • | our ability to introduce new service offerings; |
| • | availability of and retention of skilled technical employees and key personnel; |
| • | technological changes; |
| • | our ability to develop, adopt and use artificial intelligence and machine learning technologies in our service offerings; |
| • | changes in accounting standards, rules and interpretations; |
| • | the terminability of many of our contracts without penalty to our clients; |
| • | changes in immigration laws, patterns and other factors related to visa holders; |
| • | liabilities and unanticipated developments resulting from litigations, regulatory investigations and similar matters; |
| • | fluctuations due to currency exchange rate variations; |
| • | changes in other U.S. laws, rules and regulations, including the Internal Revenue Code; |
| • | changes in India’s geopolitical environment, laws, rules and regulations; |
| • | the impact and success of new acquisitions; |
| • | management’s ability to identify and manage risks; |
| • | the outbreak of any highly infectious or contagious diseases or the occurrence of pandemics, health epidemics or other outbreaks that disrupt business and day-to-day activities; |
| • | breach of our systems due to a cybersecurity attack; |
| • | changes in privacy and information security laws, regulations and policies; |
| • | seasonal weather conditions, climate change and severe weather; |
| • | the escalation of conflicts in the Middle East and Ukraine and the occurrence or escalation of other global conflicts; and |
| • | the transition of our finance and accounting functions from the U.S. to India. |
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| ITEM 1. | BUSINESS |
Overview
Mastech Digital, Inc. (referred to in this report as “Mastech Digital”, “Mastech”, the “Company”, “us”, “our” or “we”) is a provider of Digital Transformation IT Services. The Company offers data and analytics solutions; digital learning; and IT staffing services for both digital and mainstream technologies. Headquartered near Pittsburgh, Pennsylvania, we have approximately 1,500 consultants that provide services across a broad spectrum of industry verticals. 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 through our two reportable segments, Data and Analytics Services and IT Staffing Services.
Our Data and Analytics Services segment delivers specialized data management, data engineering, customer experience consulting, data analytics and cloud services to customers globally. Each of these services can be delivered using on-site and offshore resources.
Our IT Staffing Services segment combines technical expertise with business process experience to deliver a broad range of services in digital and mainstream technologies. Our digital technology services include data management and analytics, cloud, mobility, social and automation. Our Digital Transformation services also include staffing and project-based services around digital learning. Our mainstream technologies services include business intelligence / data warehousing; web services; enterprise resource planning & customer resource management; and e-Business solutions. We work with businesses and institutions with significant IT-spend and recurring staffing needs. We also support smaller organizations with their “project focused” temporary IT staffing requirements. Additionally, we provide offshore staffing services to our U.S.-based clients and local offshore clients, and recently added engineering staffing services to our portfolio of service offerings.
Sales and marketing of our services are handled by separate and distinct sales organizations within each of our two business segments. Our data and analytics services are marketed through 1) client partners who largely focus on new business development; and 2) technical relationship managers (principals) who focus on growing strong relationships within existing clients. Both account executives and technical relationship managers reside in the U.S., Canada, India and the U.K.
Our IT staffing and Digital Transformation services are marketed through account executives across the U.S. who deploy a telesales model, supplemented with client visits. This cost-effective model is aimed at System Integrators and other staffing clients, with a need to supplement their abilities to attract highly qualified temporary IT personnel. Additionally, we use a branch service sales model in select geographies within the U.S. The branch services model employs local sales and recruitment resources, aimed at establishing strong relationships with both end-clients and candidates.
We recruit for both segments through global recruitment centers largely located in India that deliver a full range of recruiting and sourcing services. Our centers employ approximately 175 recruiters and sourcers that focus on recruiting U.S.-based candidates to service a geographically-diverse client base in the U.S. Our ability to respond to client requests from our offshore recruiting centers, with their expanded search coverage, round-the-clock sourcing, and extensive pool of candidates, gives us the ability to deliver high-quality candidates to our clients in a timely fashion.
History and Developments
Historically, we operated as the former Professional Services segment of iGATE Corporation (“iGATE”). Mastech Digital, Inc. (f/k/a Mastech Holdings, Inc.) was incorporated in Pennsylvania as a wholly-owned subsidiary of iGATE on June 6, 2008, in anticipation of our spin-off from iGATE. On September 30, 2008, the Company was spun-off from iGATE and began operating as an independent public company. Together with our operating subsidiaries, we have over 37 years of history as a reliable provider of IT staffing services.
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Established in 1986, our business model focused on importing global IT talent to the U.S. to meet the growing demand for IT professionals. In the early 2000s, the demand for IT professionals declined, and the supply of IT resources quickly exceeded a declining demand. No longer was there a need to recruit abroad for technology talent, as supply was abundant in the U.S. Accordingly, we retooled our recruiting model to focus on the recruitment of U.S.-based IT talent. Given our extensive experience with the H1-B visa process, part of our recruiting efforts focused on attracting H1-B visa holders present in the U.S. at the time. This approach gave us access to a larger and differentiated recruiting pool when compared to many of our competitors.
In 2003, we launched our offshore global recruitment center model in an effort to meet an increase in industry demand with lower cost recruiting resources. Over the last twenty years, we have made significant investments in our offshore center to improve infrastructure, processes and effectiveness.
On June 15, 2015, we completed the acquisition of Hudson Global Resources Management, Inc.’s U.S. IT staffing business (“Hudson IT”). Hudson IT was a domestic IT staffing business with offices in Chicago, Boston, Tampa and Orlando. Hudson IT deployed a branch service business model that targeted clients that are direct end-users of IT staffing services. Additionally, as part of the Hudson IT acquisition, we acquired a digital learning services practice which became one of our technology practices.
In 2016, we changed our name to Mastech Digital, Inc. The name change was part of our rebranding initiative that reflects our transformation into a digital technologies company. The rebranding also included a logo change and a refreshed corporate website.
In 2017, we added specialized capabilities in delivering data management and analytics services to a global customer-base through the acquisition of the services division of InfoTrellis, Inc. (“InfoTrellis”), a project-based consulting services company with specialized capabilities in data management and analytics.
In 2018 and 2019, we significantly expanded our service offerings and capabilities within our Data and Analytics Services segment.
In 2020, we launched a new service offering in our IT Staffing Services segment branded as MAS-REMOTE. This new offering allows clients to transcend beyond self-imposed geographical boundaries to gain access to top talent in the U.S. and Canada and reflects learnings from the COVID-19 pandemic that remote workers can be equally or more effective. Also in 2020, we completed the acquisition of AmberLeaf Partners, Inc., (“AmberLeaf”), which enhanced our Data and Analytics Services segment’s capabilities with its expertise in customer experience consulting and managed services.
In 2021, we added cloud service capabilities to our Data and Analytics Services segment and expanded our IT Staffing Services segment’s MAS-REMOTE offering to include offshore staffing services.
In 2022, we established a new subsidiary in NOIDA, India to support our offshore staffing services business.
In late 2023, we expanded our services offerings to include engineering staffing services.
In 2024, we started a ServiceNow practice and focused on artificial intelligence technologies and applications across all of our businesses.
Operating Segments
Our revenues are generated from two business segments: Data and Analytics Services and IT Staffing Services. Details related to these two businesses are discussed separately below, while information about our employees, differentiators, intellectual property rights and various other aspects of our business is shown in the aggregate for Mastech Digital, Inc.
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Data and Analytics Services
Our Data and Analytics Services segment began with the acquisition of InfoTrellis, Inc.’s service business in July 2017. InfoTrellis, Inc. was founded by the engineering principals behind IBM’s Master Data Management (“MDM”) products and Informatica’s Customer 360 code-base. This acquisition provided Mastech InfoTrellis with a solid foundation upon which to build, as we acquired a business with one of the largest concentrations of technology-agnostic data management expertise in the marketplace. With our October 2020 acquisition of AmberLeaf, we gained complementary capabilities in customer experience consulting and managed services, as well as a roster of existing clients.
Today, professional service firms have increasingly focused their efforts on partnering with their clients on enterprise-wide Digital Transformation. Organizations that are not digitally-native are facing increased pressure to modernize the way they operate to remain competitive within their industry. The landscape of Digital Transformation providers is constantly changing with new entrants. There is constant positioning and re-positioning of existing providers to claim new and niche spaces within the transformation arena. Additionally, the components of “Digital Transformation” are open to interpretation. While there continues to be large scale discussion and a lack of consensus on what constitutes Digital Transformation, there is a general view that, at the core of the transformation is Data Modernization — migration from legacy platforms, processes and strategies to new, dynamic, cloud-based approaches that focus on solving business problems and driving business outcomes.
Data Modernization is the core focus of our Data and Analytics Services segment. We have partnered with industry leaders in this space and intend to continue to broaden our reach with new partners in the future. With our recent investments, our world class delivery center in Chennai, India provides us with the ability to increase capacity to nearly 500 concurrent team members, while providing white glove access to upwards of a dozen additional clients in their own dedicated “clean rooms”. We are also re-aligning ourselves to be a more dynamic, globally integrated organization across our traditional services offerings and to support our goal of expanding beyond niche services and providing full Data Modernization support to a wide range of organizations — from a $10 million start up to a Fortune 500 enterprise. Our mission is a simple one — we help clients put data in front of the people and machines where prudent decisions are made.
Sales and Marketing
Sales and Marketing at our Data and Analytics Services segment is a single, integrated function spanning across four groups in multiple locations: Marketing, Inside Sales, Principals, and Client Partners.
| • | Our Marketing team is responsible for designing inbound and outbound campaigns around data and business value, for dissemination through our omni channels and industry publications. Our Marketing team also works with our experts and thought leaders to create and disseminate data management, data engineering and data science thought leadership articles and white papers. |
| • | Our Inside Sales team is responsible for operating integrated email and voice-based outbound marketing campaigns targeted at specific industries and functional populations, on an ongoing basis. |
| • | Our onshore team of Principals and Client Partners is responsible for building buyer relationships with prospects and leads, and for converting those conversations into value-positive revenue generating engagements, as well as expanding existing client relationships. |
| • | Our typical credit terms require our invoices to be paid within 45 to 60-days of receipt by the client. |
In addition to the above, our Partner / Alliance Relationships (such as those we have with IBM, Informatica and Oracle, among others) also provide us with a significant pipeline of opportunities and new business opportunities. Furthermore, prospective clients reach us through referrals from our existing client base, our reputation in the data & analytics domain, and through our industry partners.
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Once engaged with a prospect, our approach to value-delivery starts with the definition of a discrete business problem. We then master and manage our clients’ data and develop data products and deploy purpose-built advanced analytics, machine learning, and artificial intelligence, to deliver greater business velocity, significant cost reduction, and greater corporate resilience.
Our Practices
Mastech InfoTrellis builds a strong data foundation that delivers significant business value. Our expertise and technology practice stretches across four key domain areas.
Data-in-Motion:
We create connected and modern data systems with seamless data flow through:
| • | Agile engineering: delivering efficient and scalable code through agile development practices; |
| • | Trusted data: ensuring data integrity through robust quality assurance processes; |
| • | Streamlined integration: enabling seamless data integration with a composable architecture and automation; and |
| • | Data visibility: providing comprehensive data observability for monitoring and validating data ecosystems. |
Data-as-an-Asset:
We bridge data acquisition and activation with better data management through MDM, Data Governance, Data Privacy, and Data Warehousing solutions.
| • | Our approach focuses on understanding business use cases and designing technology solutions that directly address the end objectives. |
| • | We collaborate with industry-leading data-focused technology providers, offering tailored solutions for unique business and technical needs. |
| • | Our vast experience in developing MDM platforms and our partnerships with data-focused software firms provide us with a deep understanding of the technology landscape. |
Data Activation:
We unlock insights for better business decision-making through:
| • | Gap-to-goal roadmaps: We help address the gaps that hinder business goals, with technology-agnostic roadmaps and guide clients toward desired outcomes. |
| • | Tailored technology solutions: With experience in over two thousand implementations, we customize solutions that blend out-of-the-box functionalities with custom features. |
| • | Seamless integrations: Our experts excel at integrating sales, service, marketing, and BI platforms, for seamless data flow and efficient operations. |
| • | Empowering expertise: Post implementation, we equip clients with skills to maintain and leverage tools, manage administration, streamline business processes. |
Analytics, AI, and Data Sciences:
We drive informed decision-making with modern statistical techniques and analytics with a strong focus on:
| • | Domain expertise: With cutting-edge techniques and industry knowledge, we derive valuable insights, predictions, and actionable strategies from client data. |
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| • | Holistic data strategy: We develop data strategies that encompass governance, acquisition, quality, and integration, laying a foundation for effective data-driven decision-making. |
| • | Scalable and efficient: Leveraging scalable technologies and architectures, we handle increasing data volumes and evolving needs while providing high-performance and timely insights. |
| • | ROI and business impact: Our data-driven strategies align with client key performance indicators and help unlock cost savings, impact revenue growth, and increase process efficiencies. |
Geographic and Vertical Focus
Mastech InfoTrellis’ primary customer geographies are in North America; however, we have customers and prospects in Europe and the Asia-Pacific region. Our target clients are largely corporations with revenues exceeding $1 billion and include Fortune 500 organizations. Our typical project size, excluding our multi-year Center of Excellence contracts, is in the $500,000 to $2.5 million range depending on the scope and duration of the engagement. Our Center of Excellence contracts generally range from $4 million to $8 million. From a vertical perspective, customers in the financial services, retail, healthcare, manufacturing and government segments are significant users of our services. Below is a breakdown of customer revenue percentages for each industry vertical in 2024:
| Financial Services |
29 | % | Retail | 13 | % | |||||
| Healthcare |
27 | % | Other | 8 | % | |||||
| Manufacturing |
23 | % |
IT Staffing Services
In our IT Staffing Services business, we typically negotiate our business relationship by using one of three methods to gain agreement on the services to be provided. We either establish our relationship based on a simple standard term sheet; create a Statement of Work (“SOW”) specific to a project; or enter into a master service agreement with a client that describes the framework of our relationship. In each case, a client will submit to us positions and / or requirements that they plan on satisfying by using temporary contractors. We propose consultants to the client that we believe satisfy their needs and propose an hourly bill rate for each consultant submitted. The client will select our consultant or a competing firm’s consultant based on their view of quality, fit and pricing. Consultant specific contractual details, such as billable rates, are documented as an annex to the agreement type that is chosen by the client. While we have the ability to deliver our Digital Transformation services on a managed solutions basis, the vast majority of our assignments have been delivered as staffing assignments.
We generally do not enjoy exclusivity with respect to a client’s contractor needs. Most of our clients use multiple suppliers to satisfy their requirements and to ensure a competitive environment. Our success with any particular client is determined by (a) the quality and fit of our consultant; (b) our ability to deliver a quality consultant on a timely basis; and (c) pricing considerations. We invoice our clients on a weekly, bi-weekly or monthly basis, in accordance with the terms of our agreement. Typical credit terms require our invoices to be paid within 30 to 45 days of receipt by the client.
While our primary focus is on contract IT staffing and Digital Transformation services, we also provide permanent placement services for our clients when opportunities arise. Permanent placement revenues have historically represented approximately 1% of our total revenues. In late 2023, we expanded our staffing services to include an engineering service offering. In 2024, engineering revenues were less than 5% of IT staffing services revenues.
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Sales and Marketing
We target much of our marketing efforts toward businesses and institutions with significant budgets, recurring IT staffing and Digital Transformation needs, or new transformation efforts. We work to increase our engagements with our existing client relationships as well as continually developing new clients. Most of our strategic relationships are established at the vice president / sales director level.
Selling is conducted through account executives utilizing a sales model which is desirable to our clients’ needs. For clients with a need to supplement their own abilities to attract highly qualified temporary IT personnel and prefer a low-touch sales model, such as Systems Integrator and staffing clients, we generally deploy a centralized telesales model, complemented with client visits. We supplement these domestic sales efforts through our sales organization in India, whose account executives target smaller IT staffing clients utilizing a cost-effective offshore telesales model. For end-user clients, who typically prefer a higher-touch sales model, we generally utilize a branch service model which deploys sales and recruitment resources locally, or regionally, in select geographies within the U.S. Account executives generally are responsible for a combination of new business development efforts and expanding existing client relationships. Account executives at our branch operations call on, and meet with, potential new customers and are also responsible for maintaining existing client relationships within their geographic territory. These account executives are generally paired with recruiters and both receive incentive compensation based on revenue generation activities using a localized sales and recruitment model.
Many large end-users of IT staffing services retain a third party to provide vendor management services to centralize the consultant hiring process and reduce costs. Under this arrangement, the third-party managed service provider (“MSP”) retains control of the vendor selection and vendor evaluation process, which somewhat weakens the relationship built with the client. Our lower-cost centralized telesales model and highly efficient offshore recruiting model have better positioned us to respond to the growing use of MSPs.
Recruiting
We operate several small recruiting centers located in the U.S. and one significantly larger facility in NOIDA, India, that deliver a full range of recruiting and sourcing services. Our centers employ approximately 175 recruiters and sourcers who focus on recruiting U.S.-based candidates to service a geographically diverse client base in the U.S. Our ability to respond to client requests faster than the competition is critical for success in our industry as most staffing firms access the same candidate pool via job boards, websites and other recruitment tools. The combination of our offshore recruiting capabilities, investment in sourcing and recruiting processes, expanded search coverage, around-the-clock sourcing, and extensive candidate pools, gives us the ability to deliver high-quality candidates to our clients in a timely fashion.
We continue to invest in leading technologies and recruitment tools to enhance efficiencies. For example, we use artificial intelligence and web-based tools to expand the reach of our candidate searches. We also employ a state-of-the-art applicant tracking system that has recently been enhanced with proprietary toolkits and job board / internet interfacing capabilities, resulting in further operational efficiencies.
In late 2018, we significantly expanded our offshore recruitment offices in NOIDA which gave us the ability to nearly double our recruiter seats. This facility provides our offshore organization with state-of-the-art infrastructure and workforce amenities to attract top-quality recruiters and sourcers. This centralized offshore facility also affords us the ability to improve operational efficiencies compared to operating two offshore facilities.
We have access to large and differentiated recruiting pools due to our brand recognition with both U.S. citizens and H1-B visa holders in the U.S. Unlike most staffing firms that have a high concentration of either H1-B workers or W-2 hourly U.S. citizens, we have historically maintained a balance of H1-B and W-2 hourly employees. We believe that this balanced mix allows us to access a broader candidate pool than our primary competition.
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Technology and Client Focus of our IT Staffing and Digital Transformation Services
Our staffing delivery teams, spread across the U.S. and India, are segmented by 1) technologies, allowing us to reach deep and wide in our understanding of technology domains; and 2) client relationships which gives us a keen understanding of our clients’ needs and preferences. The delivery teams work in an integrated manner to provide quality IT talent with a faster turnaround time than many of our competitors. We have long-standing engagements with marquee brands and other premier global enterprises across various industries.
IT Staffing — Digital Technologies
Recognizing that a new breed of IT professionals adept in digital technologies is in high demand, we enhanced our recruitment capabilities to focus on digital technology skill sets. Today, Mastech Digital provides its clients with the ability to secure skill sets that encompass social, mobile, data, analytics, cloud-based technologies and automation. IT staffing for digital technologies is growing much faster than mainstream technologies, a trend that is expected to continue into the future. Digital technologies include the following areas:
| • | Social Analytics |
| • | Social Blogging |
| • | Social Campaign Management |
| • | Enterprise Mobility Strategy |
| • | Mobile Application Development |
| • | Artificial Intelligence |
| • | Data Engineering |
| • | Data Analytics |
| • | Data Science |
| • | Cloud Strategy |
| • | Cloud Implementation and Support |
| • | Machine Learning |
IT Staffing — Mainstream Technologies
A large part of our business today comes from IT staffing services around mainstream technologies. We provide services and have strategic relationships in many high-demand mainstream technology areas. Our IT professionals help design, develop, integrate, maintain and support mainstream technologies in the following areas:
| • | Mainframes |
| • | Databases |
| • | Middleware |
| • | Enterprise Systems |
| • | SoA and Web Services |
| • | Verification and Validation |
| • | Project Management |
| • | Open Source (JAVA) |
| • | Data Warehousing |
| • | Microsoft (C, .NET, SQL) |
| • | IT Administration |
| • | IT Helpdesk and Support |
| • | Business Analysis |
Digital Learning Services
Our digital learning practice provides custom training programs for different organizational needs. With rich experience and proven success in handling several learning and performance engagements across industries, Mastech Digital’s team combines digital and physical learning modalities to ensure unified organizational behavior and augmented performance across teams. Mastech Digital’s learning paradigm consists of web-based learning, mobile learning, social learning, hybrid learning and virtual learning.
Geographic Presence & Industry Verticals
All of our IT staffing services revenues is generated from services provided in the U.S. We market our services on a national basis and have the ability to provide services in all 50 U.S. States. Our geographical
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concentration tends to track major client locations, such as California, Texas, Pennsylvania and Virginia, and in large metropolitan areas such as Chicago and New York City.
We provide these services across a broad spectrum of industry verticals, including: financial services, government, healthcare, retail, technology and telecommunications. Below is a breakdown of our IT Staffing Services revenues for the year ended December 31, 2024:
| Financial Services |
54 | % | Telecom | 5 | % | |||||
| Government |
8 | % | Retail | 5 | % | |||||
| Technology |
7 | % | Other | 14 | % | |||||
| Healthcare |
7 | % |
Mastech Digital, Inc.
Employees
At December 31, 2024, we had 902 North American employees and 623 employees offshore, in addition to 291 subcontracted professionals. None of our employees are subject to collective bargaining agreements governing their employment with our Company. We employ our consultants on both an hourly and salary basis. A large portion of our salaried employees are H1-B visa holders. We believe that we enjoy a good reputation within the H1-B visa community, which allows us to access a very broad candidate pool. The majority of our hourly employees are U.S. citizens. On average, we maintain a balanced composition of salaried and hourly employees. We believe that our employee relations are good.
Intellectual Property Rights
Our intellectual property consists primarily of proprietary processes; client, employee and candidate information; and proprietary rights of third parties from whom we license intellectual property. We also own the intellectual property and possess deep proprietary knowledge of the frameworks and products that we have built in our Mastech InfoTrellis business. We rely upon a combination of nondisclosure and other arrangements to protect our intellectual property.
Seasonality
Our consultants’ billable hours are affected by national holidays and vacation trends. Accordingly, we typically have lower utilization rates during the fourth quarter. Additionally, assignment completions tend to be higher near the end of the calendar year, which largely impact our revenue and gross profit performance during the subsequent quarter.
Our Competitive Position
We operate in highly competitive and fragmented industries, with largely low barriers to entry in our IT Staffing Services segment. In our Data and Analytics Services segment, we primarily compete with Cognizant, Tata Consultancy Services, Deloitte, Accenture, as well as with smaller boutique data and analytics firms. Many competitors are significantly larger and have greater financial resources in comparison to us. Our IT Staffing Services segment competes for potential clients with providers of outsourcing services, systems integrators, computer systems consultants, other staffing services firms and, to a lesser extent, temporary personnel agencies.
We believe that the principal competitive factors for securing and building client relationships are driven by the ability to precisely comprehend client requirements and by providing highly qualified personnel who are motivated to meet or exceed a client’s expectations. We must be able to do this efficiently to provide speed to market with pricing that is competitive and represents value to our clients. The principal competitive factors in
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attracting qualified personnel are compensation, availability, location, quality of projects and schedule flexibility. We believe that many of the professionals included in our database may also pursue other employment opportunities. Therefore, our responsiveness to the needs of these professionals is an important factor in our ability to be successful.
Our Strengths
We believe our strengths compared to industry peers include:
Established client-base
Our client base consists of large, medium-sized and small companies that span across multiple industry verticals. Long-standing relationships with corporate clients, blue-chip IT System Integrators and MSPs are a core component of our future growth strategy for our staffing business, while good relationships with customer influencers and C-level decision makers drives our Mastech InfoTrellis business. These relationships, exemplified by our consistently low customer attrition rate, reflect our focus and commitment to our customers.
Operational excellence
In our Data and Analytics Services business, our global delivery model is designed to ensure operational excellence by delivering higher value to our customers on project-based Mastech InfoTrellis engagements. Projects are delivered using our proprietary SMART Implementation Methodology — a multi-phased approach based on parts of the Rational Unified Process (RUP) and Agile development methodologies.
In the IT Staffing Services business, operational excellence largely relates to a firm’s ability to effectively recruit high quality talent. Our offshore recruitment operation gives us the ability to respond to clients’ staffing needs in a timely and cost-effective manner. Investments in sourcing and recruiting processes and leading technologies and recruitment tools have resulted in a highly scalable offshore recruiting model, which has delivered value to our clients.
Additionally, we employ a human resource management model, featuring portal technology as well as immigration support services, for our widely dispersed consultant base. This model enables us to maintain attrition rates that are lower than the industry averages for our salaried workforce.
Minority-owned status
Our businesses benefit with some clients from the fact that we are a large minority-owned staffing firm. We have received multiple awards for our commitment to diversity. We have been certified as a minority-owned business by the National Minority Supplier Development Council (“NMSDC”). This certification is attractive to certain existing and potential clients in the U.S. government and public-sector segments, where project dollars are specifically earmarked for diversity spending.
Attractive financial model
We have historically enjoyed a lower operating cost structure than our industry peers due to our low cost telesales in our IT Staffing Services segment and our offshore delivery models in both of our operating segments. These business models are cost-effective and allow us to quickly adjust our cost structure to changes in our business environment. Our blue-chip client base has resulted in high quality accounts receivable and a strong and predictable cash flow conversion metric. Additionally, we have an existing credit facility to support our organic and inorganic growth aspirations.
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Expertise in high-demand Digital Transformation IT skills
In our Data and Analytics Services segment, we have strong expertise in data management, data engineering, analytics and customer experience consulting — both in North America as well as offshore. Additionally, we have considerable industry experience by serving some of the world’s most-respected brands in financial services, manufacturing, retail and healthcare.
In our IT Staffing Services segment, we have substantial expertise in certain advanced technology IT skills, including: cloud, mobile, data & analytics, social media, artificial intelligence/machine learning and digital learning. We also have the capacity in both of our business segments to take advantage of our technical expertise in these high demand growth areas, as we are well positioned in terms of scale, capabilities, and a blue-chip client base.
Reportable Financial Segments
The Company has two reportable segments in accordance with Accounting Standards Codification (“ASC”) Topic 280 “Disclosures about Segments of an Enterprise and Related Information”. Refer to Note 16 “Business Segments and Geographic Information” to our Consolidated Financial Statements included in Item 8 herein for information about our two reportable segments.
Government Regulation
We recruit IT professionals on a global basis from time to time and, therefore, must comply with the immigration laws in the countries in which we operate. As of December 31, 2024, approximately 40% of our employee workforce was working under Mastech Digital sponsored H1-B temporary work visa. Statutory law limits the number of new H1-B petitions that may be approved in a fiscal year to enter the U.S. Legislation could be enacted limiting H1-B visa holders’ employment with staffing companies. In recent years, the vast majority of our H1-B hires were not subject to the annual quota limiting H1-B visas because they were already in the U.S. under H1-B visa status with other employers. Additionally, the U.S. Congress has considered, and may consider in the future, extensive changes to U.S. immigration laws regarding the admission of high-skilled temporary and permanent workers and increases in prevailing wage related to H1-B employees. Such changes, if enacted, may impact the types of H1-B temporary work visas that could be granted, the number of available H1-B temporary work permits, or the required prevailing wage that we are required to pay our H1-B employees, which in turn may have a negative impact on our revenues and profits.
Available Information
Our headquarters are located at 1305 Cherrington Parkway, Building 210, Suite 400, Moon Township, Pennsylvania 15108, and our telephone number is (412) 787-2100. The Company’s website is www.mastechdigital.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other Securities and Exchange Commission (the “SEC”) filings, including any amendments to the foregoing reports, are available free of charge by accessing the Investors page of the Company’s website as soon as reasonably practical after such reports are filed with, or furnished to, the SEC.
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| ITEM 1A. | RISK FACTORS |
You should carefully consider each of the following risk factors and all of the other information set forth in this Annual Report on Form 10-K or incorporated by reference herein. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting our company. However, additional risks and uncertainties not currently known to us or that we currently believe to be immaterial may also adversely impact our business.
If any of the following risks and uncertainties develop into actual events, these events could have a material adverse effect on our business, financial condition or results of operations.
Risks Related to the Company’s Business and Operation
Lack of success in recruitment and retention of IT and data and analytics professionals may decrease our revenues and increase the costs needed to maintain our workforce.
Our business involves the delivery of professional services and is labor-intensive. Our success depends upon our ability to attract, develop, motivate and retain highly skilled professionals who possess the skills and experience necessary to deliver our services. Qualified IT and data and analytics professionals are in demand worldwide and are likely to remain a limited resource for the foreseeable future. There can be no assurance that these qualified professionals will be available to us in sufficient numbers, or that we will be successful in retaining current or future employees. Failure to attract and retain qualified professionals in sufficient numbers may have a material adverse effect on our business, operating results and financial condition. Historically, we have done much of our recruiting from outside of the country where the client work is performed. Accordingly, any perception among our IT professionals, whether or not well founded, that our ability to assist them in obtaining temporary work visa and permanent residency status has been diminished, could lead to significant employee attrition. Any significant employee attrition will increase expenses necessary to replace and retrain our professionals and could decrease our revenues if we are not able to provide sufficient numbers of these resources to our clients.
We may have difficulty maintaining client relationships if the trend towards utilizing Managed Service Providers (“MSPs”) continues.
Within our IT Staffing Services segment, many large users of staffing services are employing MSP’s to manage their contractor expenses in an effort to drive down overall costs. MSP clients represented approximately 36% of our IT Staffing Services Segment’s 2024 revenues and increased marginally in recent years. The general impact of this shift towards the MSP model has been to lower our gross margins. Should this trend towards utilizing the MSP model continue, it is likely that our gross margins will be pressured in the future. In addition, if large users of staffing services continue to employ MSPs, the relationship between us and those large users may be primarily conducted through MSPs, in which case we may have difficulty maintaining those client relationships because the MSP model uses the MSP as an intermediary between the staffing service provider and the end-user, and reduces our direct contact with the end-user.
We are dependent upon our Indian operations and there can be no assurance that our Indian operations will support our growth strategy and historical cost structure.
Our Indian recruitment and delivery centers depend greatly upon business and technology transfer laws in India, and upon the continued development of technology infrastructure. There can be no assurance that our Indian operations will support our growth strategy. The risks inherent in our Indian business activities include:
| • | unexpected changes in regulatory environments; |
| • | foreign currency fluctuations; |
| • | tariffs and other trade barriers; |
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| • | difficulties in managing international operations; and |
| • | the burden of complying with a wide variety of foreign laws and regulations. |
Our failure to manage growth or attract and retain personnel, or a significant interruption in our ability to transmit data and voice efficiently, could have a material adverse impact on our ability to successfully maintain and develop our global recruitment and delivery centers and could have a material adverse effect on our business, operating results and financial condition.
The Indian rupee may increase in value relative to the dollar, increasing our costs. Although, we receive the vast majority of our revenues in U.S. dollars, we maintain a significant portion of our recruiting and delivery workforces in India, and those employees are paid in rupees. Therefore, any increase in the value of the rupee versus the dollar would increase our expenses, which could have a material adverse effect on our business, operating results and financial condition.
Our quarterly operating results may be subject to significant variations.
Our revenues and operating results have historically been subject to significant variations from quarter to quarter depending on a number of factors, including the timing and number of client projects commenced and completed during the quarter, the number of working days in a quarter, employee hiring and attrition, and utilization rates during the quarter.
Our multi-year Center of Excellence service offering may be early terminated on short notice from the client, which could materially and adversely affect our business, backlog and future revenues.
Our Data and Analytics Services segment markets a multi-year service offering known as a Center of Excellence. This service provides our clients with a virtual extension of their internal team to assist with their data and analytics business strategies and objectives. These engagements are generally multi-year and provide added flexibility to the client by adjusting dedicated readily-available and appropriately skilled resources on an as needed basis. While these engagements provide opportunities to partner with and deeply understand a client’s data management and analytics longer-term objectives, these contracts generally can be early terminated by the client with a short-term notice. Should a client terminate an engagement early, this termination could materially impact our backlog of orders and adversely affect our business and future revenues.
Our strategy of expansion through the acquisition of additional companies may not be successful and may result in slower growth of our business and reduced operating margins.
We plan to gradually expand our operations through the acquisition of, or investment in, additional businesses and companies. We may be unable to identify businesses that complement our strategy for growth. If we do succeed in identifying a company with such a business, we may not be able to acquire the company, its relevant business or an interest in the company for many reasons, including:
| • | a failure to agree on the terms of the acquisition or investment; |
| • | incompatibility between us and the management of the company that we wish to acquire or invest; |
| • | competition from other potential acquirers; |
| • | a lack of capital to make the acquisition or investment; or |
| • | the unwillingness of the company to partner with us. |
If we are unable to acquire and invest in attractive businesses, our strategy for growth may be impaired. Even if we are able to complete one or more acquisitions, there can be no assurance that those completed acquisitions will result in successful growth, and the costs of completing an acquisition may reduce our margins.
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We have made in the past, and may make in the future, acquisitions which could require significant management attention, disrupt our existing business, result in dilution to our shareholders, deplete our cash reserves, increase our debt levels and adversely affect our financial results.
Acquisitions involve numerous risks, including the possibility that:
| • | we do not successfully integrate the operations, systems, technologies, products, offerings and personnel of the acquired company or companies; |
| • | we do not generate sufficient revenues to offset increased expenses associated with our acquisitions; |
| • | our management’s attention is diverted from normal daily operations of our business and the challenges with managing larger and more widespread operations resulting from our acquisitions; |
| • | we experience difficulties entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions; and |
| • | we lose key employees, customers, distributors, vendors and other business partners of the companies we acquire following and continuing after announcement of acquisition plans. |
In addition to the foregoing, acquisitions may also cause us to:
| • | use a substantial portion of our cash reserves or incur debt; |
| • | issue equity securities or grant equity incentives that dilute our current shareholders’ percentage ownership; |
| • | assume liabilities, including potentially unknown liabilities; |
| • | record goodwill and amortizable intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges could occur; |
| • | incur amortization expenses related to certain intangible assets; |
| • | incur large and immediate write-offs and restructuring and other related expenses; and |
| • | become subject to intellectual property litigation or other litigation. |
Acquisitions of technology companies and assets are inherently risky and subject to many factors outside of our control, and no assurance can be given that our prior or future acquisitions will be successful and will not materially adversely affect our business, operating results, or financial condition. Failure to manage and successfully integrate acquisitions could materially harm our business and operating results.
Our revenues are highly concentrated, and the loss of a significant client would adversely affect our business and revenues.
Our revenues are highly dependent on clients located in North America, as well as clients concentrated in certain industries. Economic slowdowns, changes in law and other restrictions or factors that affect the economic health of these industries may affect our business. For the year ended December 31, 2024, approximately 54% of our revenues were derived from our top ten clients and approximately 49% of revenues came from financial services clients. Consequently, if our clients reduce or postpone their spending significantly, this may lower the demand for our services and negatively affect our revenues and profitability. Further, any significant decrease in the rate of economic growth may reduce the demand for our services and negatively affect our revenues and profitability.
We have in the past, and may in the future, derive a significant portion of our revenues from a relatively limited number of clients. These contracts are terminable without penalty, as are most of our contracts. The loss of any significant client or major project, or an unanticipated termination of a major project, could result in the loss of substantial anticipated revenues.
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Our leverage could materially and adversely affect our financial condition or operating flexibility and prevent us from fulfilling our obligations under our Credit Agreement.
At December 31, 2024, we had no outstanding borrowings under our Credit Agreement with PNC Bank and certain other lenders (the “Credit Agreement”) and unused borrowing capacity of $22.6 million under the revolving credit facility established by the Credit Agreement. Our level of indebtedness (which may increase) could have important consequences on our future operations, including the following:
| • | increasing the risk that we cannot satisfy our payment or other obligations under our outstanding debt, which may result in defaults; |
| • | subjecting us to increased sensitivity to interest rate increases on our outstanding indebtedness, which could cause our debt service obligations to increase significantly; |
| • | reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes; |
| • | limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and general economic conditions; |
| • | placing us at a competitive disadvantage to our competitors that have less debt or are less leveraged; |
| • | increasing our vulnerability to the impact of adverse economic and industry conditions; and |
| • | limiting our ability to execute on our existing share repurchase program. |
In addition, we may incur additional indebtedness in the future and, if we incur new debt or other liabilities, the related risks that we face could intensify.
Our ability to make required payments or to refinance our indebtedness depends on our future performance, which will be affected by financial, business and economic conditions and other factors, many of which are not within our control. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital, or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In addition, the terms of existing or future debt agreements and other factors may restrict us from pursuing any of these alternatives.
If we are in default under the Credit Agreement due to our inability to make the required payments, or if we otherwise fail to comply with the financial and other covenants contained therein, all of our debt thereunder could be accelerated and the lenders under our Credit Agreement could be permitted to foreclose on our assets securing such debt.
The covenants in our Credit Agreement impose restrictions that may limit our operating and financial flexibility.
The Credit Agreement contains 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 and contingent liabilities, loans and investments, distributions, leases, asset sales, stock repurchases and mergers and acquisitions. These covenants and limitations may limit our ability to, among other things:
| • | create, incur or assume liens; |
| • | make investments and loans; |
| • | create, incur, assume or guarantee additional indebtedness; |
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| • | engage in mergers, acquisitions, consolidations, sale-leasebacks and other similar transactions; |
| • | pay dividends, or redeem or repurchase our capital stock; |
| • | alter the business that we conduct; |
| • | engage in certain transactions with officers, directors and affiliates; |
| • | prepay, redeem or purchase other indebtedness; |
| • | enter into certain agreements; and |
| • | make material changes to accounting and reporting practices. |
Operating results below current levels or other adverse factors, including increases in interest rates, could result in us being unable to comply with certain covenants contained in our Credit Agreement. If we violate these covenants and are unable to obtain waivers, our debt under the Credit Agreement would be in default, could be accelerated and could permit our lenders to foreclose on our assets securing the debt thereunder. If the indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. If our debt is in default for any reason, our cash flows, operating results, or financial condition could be materially and adversely affected. In addition, complying with these covenants may also cause us to take actions that may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions.
We must keep pace with the rapid technological changes that characterize the IT and data and analytics industries and our failure to do so could result in lower demand for services.
The IT staffing and data analytics services industries are characterized by rapid technological change, evolving industry standards, changing client preferences and new product introductions. Our success will depend in part on our ability to keep pace with industry developments. There can be no assurance that we will be successful in addressing these developments on a timely basis or that, if these developments are addressed, we will be successful in the marketplace. In addition, there can be no assurance that products or technologies developed by others will not render our services noncompetitive or obsolete. Our failure to address these developments could have a material adverse effect on our business, operating results and financial condition.
A significant number of organizations is attempting to migrate their IT business applications to advanced technologies, such as artificial intelligence, cloud services, data science-based solution, mobility, and social analytics. As a result, our ability to remain competitive depends on several factors, including our ability to develop, train and hire employees with skills in advanced technologies. Our failure to hire, train and retain employees with such skills could have a material adverse impact on our future revenues.
Our Client’s “preferred vendor” contracts generally result in lower margins. In addition, we may not be able to maintain “preferred vendor” status with existing clients or obtain that status with new clients, which may lead to a decrease in the volume of business we obtain from these clients.
In our IT Staffing Services segment, we are party to several “preferred vendor” contracts, and we are seeking additional similar contracts in order to obtain new or additional business from large and medium-sized clients. Clients enter into these contracts to reduce their number of vendors and obtain better pricing in return for a potential increase in the volume of business to the preferred vendor. While these contracts are expected to generate higher volumes, they generally carry lower margins. Although we attempt to lower costs to maintain margins, there can be no assurance that we will be able to sustain margins on such contracts. In addition, the failure to be designated as a preferred vendor, or the loss of such status, may preclude us from providing services to existing or potential clients, except as a subcontractor, which could have a material adverse effect on the volume of business obtained from such clients.
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Our success depends upon the maintenance and protection of our intellectual property rights and processes, and any substantial costs incurred protecting such rights and processes may decrease our operating margins.
Our success depends in part upon certain methodologies and tools we use in designing, developing and implementing application systems and other proprietary intellectual property rights. We rely upon a combination of nondisclosure and other contractual arrangements and trade secrets, copyright and trademark laws to protect our proprietary rights and the proprietary rights of third parties from whom we license intellectual property. We enter into confidentiality agreements with our employees and limit distribution of proprietary information. There can be no assurance that the steps we take in this regard will be adequate to deter misappropriation of proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. In the event of an unfavorable resolution of a dispute over our intellectual property rights, we may incur substantial costs or liabilities, which would decrease our operating margins.
Existing and potential customers may consider outsourcing their IT requirements to foreign countries, which could have an adverse effect on our ability to obtain new customers or retain existing customers.
In the past years, certain of our existing and potential customers started to use low-cost offshore outsourcing centers to perform technology-related work. Should this shift towards moving technology-related work to offshore outsourcing centers continue, our business, operating results and financial condition could be adversely affected.
We may be subject to liability to clients arising from our engagements.
Many of our engagements involve projects that are critical to the operations of our clients’ businesses and provide benefits that may be difficult to quantify. Although we attempt to contractually limit our liability for damages arising from errors, mistakes, omissions or negligent acts in rendering our services, there can be no assurance that our attempts to limit liability will be successful. Our failure or inability to meet a client’s expectations in the performance of our services could result in a material adverse change to the client’s operations and, therefore, could give rise to claims against us or damage our reputation, adversely affecting our business, operating results and financial condition.
We may face data protection, data security, and privacy risks in connection with privacy regulation.
Strict data privacy laws regulating the collection, transmission, storage and use of employee data and consumers’ personally identifying information are evolving in the U.S. and other jurisdictions in which we operate. These laws impose compliance obligations for the collection, use, retention, security, processing, transfer and deletion of personally identifiable information of individuals and creates enhanced rights for individuals. These changes in the legal and regulatory environments in the areas of customer and employee privacy, data security, and cross-border data flows could have a material adverse effect on our business, primarily through the impairment of our marketing and transaction processing activities, the limitation on the types of information that we may collect, process and retain, the resulting costs of complying with such legal and regulatory requirements and potential monetary forfeitures and penalties for noncompliance.
Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our customers and employees, in our data center and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Our hybrid work-from-home business model may heighten risks of security breaches. Despite having implemented security measures to address risks of security breaches, we experienced a cybersecurity breach in 2022 involving a single employee email account and which indirectly impacted two Mastech InfoTrellis clients.
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We incurred an expense charge of $450,000 in 2022 related to this event, which included the cost of engaging external advisors. While we adopted certain remedial measures as a result of this incident, our information technology and infrastructure may still be vulnerable to security breaches and other disruptions, including attacks by hackers, or breaches due to employee error, malfeasance or other disruptions. Any such breach or disruption could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disrupt our operations and the services we provide to customers, damage our reputation, and cause a loss of confidence in our services, which could adversely affect our operating results and competitive position. We maintain cyber risk insurance, but this insurance may not be sufficient to cover all of our losses from any breaches of our networks.
We depend on the proper functioning of our information systems.
We are dependent on the proper functioning of information systems in operating our business. Critical information systems are used in every aspect of our daily operations, perhaps most significantly, in the identification and matching of staffing resources to client assignments and in the client billing and consultant or vendor payment functions. Our information systems may not perform as expected and are vulnerable to damage or interruption including natural disasters, fire or casualty theft, technical failures, terrorist acts, cybersecurity breaches, power outages, telecommunications failures, physical or software intrusions, computer viruses, employee errors or other events. Failure or interruption of our critical information systems may require significant additional capital and management resources to resolve, which could have a material adverse effect on our business. Additionally, many of our information technology systems and networks are cloud-based or managed by third parties, whose future performance and reliability we cannot control. The risk of a cyber-attack or security breach on a third party carries the same risks to us as those associated with our internal systems. There can be no assurance that such parties will not experience cybersecurity breaches that could adversely affect our employees, customers and businesses or that our audit or diligence processes will successfully deter or prevent such breach.
If our clients are subjected to cyber-attacks or data security breaches, it may result in damage to our business and the disclosure of our confidential information.
In addition to cybersecurity threats posed directly against us, our clients’ information systems are also vulnerable to an increasing threat of continually evolving cybersecurity risks. There is no guarantee that our clients have implemented procedures that are adequate to safeguard against all data security breaches. The failure of our clients to adequately safeguard against data security breaches could have a material adverse effect on our business and operations. The theft and/or breach of our clients’ data security could cause the disclosure and/or loss of our confidential information and data and result in significant costs. In addition, any cybersecurity damage to the networks or computer systems used by us or our clients could result in a claim for substantial damages against us and significant reputational harm, regardless of our responsibility for the failure.
If our insurance costs increase significantly, these incremental costs could negatively affect our financial results.
We purchase various insurance policies to limit or transfer certain risks inherent in our operations. These costs largely relate to obtaining and maintaining professional and general liability insurance policies. If the costs of carrying these insurance policies increase significantly, due to poor claims history or changes in market conditions, this could have an adverse impact on our profitability and financial condition.
We may not have adequate insurance for potential liabilities, including liabilities arising from litigation.
We are exposed to various possible claims relating to our business. In the ordinary course of business, we have, and in the future, may become the subject of various claims, lawsuits, and administrative proceedings
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seeking damages or other remedies concerning our operations, products, services, employees and other matters. Some of these claims may relate to the activities of businesses that we have acquired, even though these activities may have occurred prior to our acquisition of such businesses. While we maintain insurance to cover certain of our potential losses, we cannot ensure that our insurance will cover all claims or that insurance coverage will be available at economically acceptable rates. Our ability to obtain insurance, and the coverage levels, deductibles and premiums of our insurance, are all dependent on market factors, our loss history and our insurers’ perception of our overall risk profile. Our insurance may also require us to meet a deductible. Significant uninsured liabilities could have a material adverse effect on our business, financial condition and results of operations.
Any disruption in the supply of power, IT infrastructure and telecommunications lines to our facilities could disrupt our business process or subject us to additional costs.
Any disruption in basic infrastructure, including the supply of power, could negatively impact our ability to provide timely or adequate services to our clients. We rely on a number of telecommunication services and other infrastructure providers to maintain communications between our various facilities and clients. Telecommunications networks are subject to failures and periods of service disruption which can adversely affect our ability to maintain active voice and data communications among our facilities and with our clients. This could disrupt our business process or subject us to additional costs, materially adversely affecting our business, results of operations and financial condition.
Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.
Should we experience a disaster or other business continuity problem, such as an earthquake, hurricane, terrorist attack, pandemic, security breach, power loss, telecommunications failure or other natural or man-made disaster, our continued success will depend, in part, on the availability of our personnel, our office facilities, and the proper functioning of our computer, telecommunication and other related systems and operations. In such an event, we could experience near-term operational challenges with regard to particular areas of our operations. In particular, our ability to recover from any disaster, pandemic or other business continuity problem will depend on our ability to protect our technology infrastructure against damage from business continuity events that could have a significant disruptive effect on our operations. We could potentially lose client data or experience material adverse interruptions to our operations or delivery of services to our clients in a disaster. A disaster or pandemic, on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster, pandemic or other business continuity problem, could materially interrupt our business operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability. For example, the COVID-19 pandemic and governmental actions taken to curtail the spread of the virus had an impact on our employees, customers and third-party providers and impacted the level of economic activity. Any such disaster or other business continuity problem could have a material adverse impact on our revenues and profitability.
Risks posed by climate change may materially increase our compliance costs and adversely impact our profitability.
Climate change vulnerability is posing new threats and opportunities in the global economy. Climate change and measures adopted to address it can affect us, our clients and suppliers in myriad ways, depending on the nature and location of the businesses, the near-term capital expenditure needs, the regulatory environments where they operate and their strategic plans. Generally, climate risks and opportunities for companies and their investors fall into four categories:
| • | Physical risk from climate change; |
| • | Regulatory risks and opportunities related to existing or proposed greenhouse gas (“GHG”) emissions limits; |
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| • | Indirect regulatory risks and opportunities related to products or services from high emitting companies; and |
| • | Litigation risks for emitters of greenhouse gases. |
Unmitigated climate change is likely to have severe physical impacts on companies with exposed assets or business operations, including Mastech Digital. Major environmental risks and liabilities can significantly impact future earnings. To the extent we are unable to comply with applicable regulations related to climate change, and such failure to comply results in material increases in compliance costs or litigation expenses, those costs or expenses will have an adverse effect on our profitability.
Our success depends upon retaining the services of our management team and key operating employees.
We are highly dependent on our management team and expect that our success will depend largely upon their efforts, expertise and abilities. Over the last several years, we have experienced turnover in the leadership of our businesses, and the loss of the services of any of our key executives for any reason could have a material adverse effect on our business. To attract and retain executives and other key employees in a competitive marketplace, we must provide a competitive compensation package, including cash-based and equity-based compensation. The loss or any sustained attrition of our key operating employees, or the failure to effectively integrate new members of our management team or key operating employees, could have a material adverse effect on our business, including our ability to establish and maintain client, consultant and candidate, professional and technical relationships.
Issues relating to our use of artificial intelligence and machine learning technologies, combined with an uncertain legal and regulatory environment, could materially and adversely affect our business, financial condition and results of operations.
We use artificial intelligence and machine learning technologies in our operations and services. These technologies are subject to evolving laws, regulations, guidance, and industry standards, which may expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, publicity, contractual, or other rights. The use of artificial intelligence and machine learning technologies also presents emerging ethical and social issues and may draw public scrutiny or controversy, and may also create or assist in producing unexpected results, errors or inadequacies, any of which may not be easily detectable. Issues relating to our use of artificial intelligence and machine learning technologies and the evolving legal and regulatory landscape applicable to such technologies may adversely affect our business, prospects, financial condition, and results of operations.
Risks Related to Governmental Regulations, Laws and Taxation
Government regulation of H1-B visas may materially affect our workforce and limit our supply of qualified IT professionals, or increase our cost of securing workers.
We recruit IT professionals on a global basis and, therefore, must comply with the immigration laws in the countries in which we operate, particularly the U.S. As of December 31, 2024, approximately 40% of our employee workforce was working under Mastech Digital sponsored H1-B temporary work visas. Applicable law limits the number of new H1-B petitions that may be approved in a fiscal year, and if we are unable to obtain H1-B visas for our employees in sufficient quantities or at a sufficient rate for a significant period of time, our business, operating results and financial condition could be adversely affected. Additionally, legislation could be enacted limiting H1-B visa holders’ employment with staffing and data analytics companies, which could result in reduced revenues and/or a higher cost of recruiting.
In recent years, the vast majority of our H1-B hires were not subject to the annual quota limiting H1-B visas because they were already in the U.S. under H1-B visa status with other employers. As a result, the negative
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impact on recruiting due to the exhaustion of recent H1-B quotas was not substantial. However, the subject of H1-B visas has recently become a political discussion point and the entire H1-B visa program could be significantly overhauled. If a new or revised H1-B visa program is implemented, there could be elements of the new/revised H1-B visa program that may not be advantageous to our business model thus adversely impacting our business, operating results or financial condition.
Reclassification of our independent contractors by tax or regulatory authorities could have a material adverse effect on our business model and/or could require us to pay significant retroactive wages, taxes and penalties.
We utilize individuals to provide certain services in connection with our business as qualified third-party independent contractors rather than as direct employees. As of December 31, 2024, approximately 15% of our workforce were independent contractors. Heightened state and federal scrutiny of independent contractor relationships could adversely affect us given that we utilize independent contractors to perform certain services. An adverse determination related to the independent contractor status of these subcontracted personnel could result in substantial taxes or other liabilities to us, which could result in a material adverse effect upon our business.
Restrictions on immigration or unjustified or discriminatory enforcement of immigration laws could increase our cost of doing business, cause us to change the way we conduct our business or otherwise disrupt our operations.
The success of our business is dependent on our ability to recruit IT and data and analytics professionals and to mobilize them to meet our clients’ needs. Immigration laws in the countries in which we operate are subject to legislative changes, as well as variations in the standards of application and enforcement due to political forces and economic conditions. It is difficult to predict the political and economic events that could affect immigration laws, or the restrictive impact they could have on obtaining or renewing work visas for our professionals.
Immigration change continues to attract significant attention in the public arena and in the current U.S. administration and Congress. If new immigration legislation is enacted in the U.S. or in the other jurisdictions in which we do business, such legislation may contain provisions that could make it more difficult or costly for us to recruit and retain IT professionals, and to a lesser extent data and analytics professionals. Additionally, there is uncertainty as to the position the U.S. will take with respect to immigration under the current administration or any new administration. As a result, we may incur additional costs to run our business or may have to change the way we conduct our operations, either of which could have a material adverse effect on our business, operating results and financial condition. Also, if the enforcement of immigration laws by governmental authorities is unjustified or discriminatory, such enforcement could have the effect of disrupting our workforce.
The U.S. Congress, the current administration, or any new administration may make substantial changes to fiscal, tax, and other federal policies that may adversely affect our business.
In 2017, the U.S. Congress and the then-current administration made substantial changes to U.S. policies, which included comprehensive corporate and individual tax reform. In addition, the administration called for significant changes to U.S. trade, healthcare, immigration and government regulatory policy. With the transition to the Biden administration in early 2021, changes to U. S. policy have occurred and, since the start of the current administration in 2025, U.S. policy changes have been implemented at a rapid pace and additional changes are likely. Changes to U.S. policy implemented by the U.S. Congress, the current administration or any new administration have impacted and may impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business. Until we know what policy changes are made and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit or be negatively affected by them.
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Adverse results in tax audits or interpretations of tax laws could have an adverse impact on our business.
We are subject to periodic federal, state and local tax audits for various tax years. We also need to comply with new, evolving or revised tax laws and regulations. The Tax Cuts and Jobs Act of 2017 continues to require interpretation, and the new administration could modify key aspects of the tax code, which could materially affect our tax obligations and effective tax rate. Although we attempt to comply with all taxing authority regulations, adverse findings or assessments made by taxing authorities as the result of an audit could have a material adverse effect on our business, results of operations and financial condition.
Requirements of the Affordable Care Act may continue to increase our employee benefits costs and could negatively affect our operating results, cash flows and financial condition if such costs aren’t recovered with increases in client bill rates.
We provide healthcare coverage to our U.S.-based employees that are subject to the Affordable Care Act (“ACA”). Additional provisions of the ACA and the compliance of such may result in higher overall costs for the Company, which could have a negative impact on our operating results, cash flows and financial condition.
Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations.
We use machine learning and AI technologies in our offerings and business and we are making investments in expanding our AI capabilities. AI technologies are complex and rapidly evolving, and we face significant competition from other companies as well as evolving legal and regulatory landscapes. Laws and regulations applicable to AI continue to develop and may be inconsistent from jurisdiction to jurisdiction. For example, some U.S. states have proposed, and in certain cases enacted, legislation addressing aspects of the use and deployment of AI. The use of AI technologies in new or existing products may result in new or enhanced governmental or regulatory scrutiny, new or modified laws or regulations, claims, demands, and litigation, confidentiality, privacy, data protection, or security risks, ethical concerns, or other complications that could adversely affect our business, financial condition, results of operations and prospects.
Uncertainty around new and emerging AI technologies may require additional investment in the obtaining, developing and maintaining of proprietary datasets and machine learning models, development of new approaches and processes to provide attribution or remuneration to creators of training data, and development of appropriate protections, safeguards, and policies for handling the processing of data with AI technologies, which may be costly and could impact our expenses. AI technologies also present emerging legal, ethical and social issues, including with respect to potential or actual bias reflected in, or flawed outputs of, models. AI technologies that we make use of may produce or create outputs that appear correct but are factually inaccurate or otherwise flawed, which may expose us to brand or reputational harm, competitive harm, regulatory scrutiny, and/or legal liability.
Risks Related to Economic and Financial Conditions
We make estimates and assumptions in connection with the preparation of our consolidated financial statements and any changes to those estimates and assumptions could adversely affect our financial results.
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The application of these principles require us to make estimates and assumptions about certain items and future events that may affect our reported financial statements and our accompanying disclosure with respect to, among other things, revenue recognition, purchase accounting fair value measurements, contingent consideration and taxation related items. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at the time they are made. These estimates and assumptions involve the use of judgment and can be subject to uncertainties, some of which are beyond our control. If our estimates or
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the assumptions underlying such estimates are incorrect, actual results may differ materially from our estimates and we may need to, among other things, revise revenues or recognize additional charges that could adversely impact our results of operations and our financial condition.
Negative or uncertain economic conditions in North America or elsewhere may adversely affect demand for our services.
Approximately 99% of our revenues are generated from clients located in North America. Our business depends on the overall demand for IT and data and analytics professionals and on the economic health of our clients. Weak economic conditions may force companies to reduce their IT staffing and data and analytics budgets and adversely affect demand for our services, thus reducing our revenues. Furthermore, economic uncertainty, including the concerns of our clients and other companies with respect to inflationary conditions in North America and elsewhere, has had and may continue to have an adverse impact on the demand for our services, which in turn could have a material adverse effect on our business, operating results and financial condition.
Our industries are highly competitive and fragmented, which may limit our ability to increase our prices for services.
The IT staffing services and data analytics services industries are highly competitive and served by numerous global, national, regional and local firms. Primary competitors include participants from a variety of market segments, including the major consulting firms, systems consulting and implementation firms, U.S.-based staffing services companies, data and analytics service companies, applications software firms, service groups of computer equipment companies, specialized consulting firms, programming companies and temporary staffing firms. Many of these competitors have substantially greater financial, technical and marketing resources and greater name recognition than we have. There are relatively few barriers to entry into many of our markets, and as such we may face additional competition from new entrants into our markets. In addition, there is a risk that clients may elect to increase their internal resources to satisfy their staffing and data and analytics needs. There can be no assurance that we will compete successfully with existing or new competitors in the staffing and data analytics services markets.
Regional conflicts in South Asia could adversely affect the Indian economy, disrupt our operations and cause our business to suffer.
South Asia has, from time to time, experienced instances of civil unrest and hostilities among neighboring countries, such as between India and Pakistan, India and China, and even within India. There have been military confrontations along the India-Pakistan and India-China borders from time to time. The potential for hostilities between India and Pakistan is possible due to past terrorist incidents in India, troop mobilizations along the border, and the geopolitical situation in the region. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications and making travel more difficult. This, in turn, could have a material adverse effect on our business, operating results and financial condition.
Wage costs in India may increase, which may reduce our operating margins and reduce a competitive advantage of ours.
Our wage costs in India have historically been significantly lower than wage costs in the U.S. for comparably skilled professionals, and this has been one of our competitive advantages with respect to the costs of our Indian recruiting and delivery offices. However, wage increases in India may prevent us from sustaining this competitive advantage and may negatively affect our operating margins. We may need to increase the levels of our employee compensation more rapidly than in the past to retain talent. Unless we are able to continue to increase the efficiency and productivity of our employees, wage increases in the long term may reduce our overall margins.
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Negative economic or business conditions brought on by a global health pandemic, epidemic or outbreak may adversely affect demand for our services.
Our business depends on the overall demand for IT and data and analytics professionals and on the economic health of our clients. Our business could be adversely affected by the effects of a pandemic, epidemic or other outbreak on the economic and business climate. For example, the spread of the COVID-19 virus and the efforts taken to control its spread resulted in companies reducing their staffing and data and analytics budgets and adversely affected demand for our services. Furthermore, the impact of a virus or other outbreak and actions taken to curtail its spread could disrupt or materially impair the ability of our clients to operate their businesses. Any such disruption or impairment could lower the demand for our services, result in collection issues on our outstanding accounts receivable and have a material adverse impact on our revenues and profitability.
We are unable to predict the extent to which the global COVID-19 pandemic may adversely impact our business operations, financial performance and results of operations.
The COVID-19 pandemic and efforts to control its spread significantly curtailed the movement of people and goods and services worldwide in regions where we sell our services and conduct our business operations. The pandemic resulted in a global slowdown of economic activity, including travel restrictions and prohibitions of non-essential activities in some cases. Our revenues and operations were affected by a range of external factors related to the COVID-19 pandemic in 2020 and to a lesser extent in 2021through 2024. Although we believe the immediate impact of the COVID-19 pandemic has been assessed and largely reflected in our 2024 financial results, the long-term magnitude and duration of the disruption and resulting decline in business activity is still highly uncertain and cannot be predicted. Furthermore, COVID-19 variants and efforts to control their spread could still continue to adversely affect our business, impact the demand for our services and alter the way we conduct our business, and we cannot predict the magnitude or duration of these effects.
To the extent the COVID-19 pandemic or the efforts taken to control its spread or the spread of COVID-19 variants adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section. Because developments concerning the COVID-19 pandemic and the spread of COVID-19 variants have been and continue to be constantly evolving, additional impacts and risks may arise that we are not aware of or that we may not be able to appropriately or timely address.
If our clients are adversely affected by climate change or related compliance costs, this may reduce their spending and demand for our services, leading to a decrease in revenue.
In addition to emissions and climate change risks posed directly to Mastech Digital, we also have clients in varied industries such as healthcare, consumer products, manufacturing, technology, and retail, among others. Some of the clients may be significantly affected by climate change resulting in greater physical risk. This may lead to a reduction of demand and loss of business from such clients, which would impact our business, results of operations and financial condition.
Risks Related to Our Stock
The price of our common stock may fluctuate substantially, and your investment may decline in value.
The market price of our common stock may be highly volatile and may fluctuate substantially due to many factors, including:
| • | actual or anticipated fluctuations in our results of operations; |
| • | variance in our financial performance from the expectations of market analysts; |
| • | conditions and trends in the end markets we serve, and changes in the estimation of the size and growth rate of these markets; |
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| • | our ability to integrate acquisitions; |
| • | announcements of significant contracts by us or our competitors; |
| • | changes in our pricing policies or the pricing policies of our competitors; |
| • | restatements of historical financial results and changes in financial forecasts; |
| • | loss of one or more of our significant customers; |
| • | legislation; |
| • | changes in market valuation or earnings of our competitors; |
| • | the trading volume of our common stock; |
| • | the trading of our common stock on multiple trading markets, which takes place in different currencies and at different times; and |
| • | general economic conditions. |
Evolving expectations around corporate responsibility practices, specifically related to environmental, social and governance (“ESG”) matters, may expose us to reputational and other risks.
Investors, shareholders, customers, suppliers and other third parties are increasingly focusing on ESG and corporate social responsibility endeavors and reporting. Certain institutional investors, investment funds, other influential investors, customers, suppliers and other third parties are also increasingly focused on ESG practices. If we do not adapt to or comply with evolving investor or stakeholder expectations and standards, or are perceived to have not responded appropriately, we may suffer from reputational damage, which could in turn materially and adversely affect our business, financial condition, and/or stock price. Further, this increased focus on ESG and corporate social responsibility may result in new regulations and/or third party requirements that could adversely impact our business, or certain shareholders reducing or eliminating their holdings of our stock. Additionally, an allegation that we have not taken sufficient action in these areas could negatively harm our reputation.
Our ownership is highly concentrated in two individuals and the interests of those individual shareholders may not coincide with yours.
Sunil Wadhwani and Ashok Trivedi, co-founders of the Company, beneficially own approximately 58% of Mastech Digital’s outstanding common stock as of December 31, 2024. Accordingly, Messrs. Wadhwani and Trivedi together have sufficient voting power to elect all the members of the Board of Directors and to effect transactions without the approval of our other shareholders, except for those limited transactions that require a supermajority vote under our bylaws or articles of incorporation. The interests of Messrs. Wadhwani and Trivedi may from time to time diverge from our interests. Mastech Digital’s Audit Committee consists of independent directors and addresses certain potential conflicts of interest and related party transactions that may arise between us and our directors, officers or our other affiliates. However, there can be no assurance that any conflicts of interest will be resolved in our favor.
Our results of operations and share price could be adversely affected if we are unable to maintain effective internal controls.
Internal controls related to the operation of our business are critical to our ability to provide accurate financial statements and an appropriate internal control environment. We are required to provide a report from management on our internal controls over financial reporting that includes an assessment of the effectiveness of these controls. Internal control over financial reporting has inherent limitations, including human error, the possibility that controls could be circumvented or become inadequate because of changing conditions. Because of
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these limitations, internal control over financial reporting might not prevent or detect all misstatements or fraud. Also, while the Company remediated over the course of the 2021 fiscal year two material weaknesses identified in 2020, the completion of this remediation does not provide assurance that the Company’s remediation or other controls will continue to operate properly. Furthermore, management’s report on the Company’s internal controls over financial reporting was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report on Form 10-K. If we cannot maintain and execute adequate internal control over financial reporting or implement necessary new or improved controls that provide reasonable assurance of the reliability of our financial reporting and preparation of our financial statements for external use, we could suffer harm of our reputation, fail to meet our public reporting requirements on a timely basis, be unable to properly report our financial results, or be required to restate our financial statements, which could result in the loss of investor confidence and may adversely impact our stock price.
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ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
ITEM 1C. |
CYBERSECURITY |
| • | Current cybersecurity landscape and emerging threats; |
| • | Status of ongoing cybersecurity initiatives and strategies; |
| • | Incident reports and learnings from any cybersecurity events; and |
| • | Compliance with regulatory requirements and industry standards. |
ITEM 2. |
PROPERTIES |
Location |
Principal Use |
Occupying Business Segment |
Approximate Square Footage |
|||||
Moon Township, Pennsylvania |
Corporate headquarters, executive, human resources, sales, recruiting, marketing and finance | IT Staffing | 11,500 | |||||
Chicago, Illinois |
Executive, sales and recruiting | IT Staffing | 2,300 | |||||
Toronto, Canada |
Human resources, sales, marketing and delivery | Data and Analytics | 3,800 | |||||
NOIDA, India |
Sales and recruiting office | IT Staffing | 39,900 | |||||
Chennai, India |
Sales and delivery center | Data and Analytics | 35,400 | |||||
ITEM 3. |
LEGAL PROCEEDINGS |
ITEM 4. |
MINE SAFETY DISCLOSURES |
Table of Contents
PART II
| ITEM 5. | MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Our common stock is traded on the NYSE American under the symbol “MHH”. We began trading “regular way” on the former American Stock Exchange (“AMEX”) on October 1, 2008.
On March 1, 2025, we had 80 registered holders of record of our common stock. This figure excludes an estimate of the indeterminate number of beneficial holders whose shares may be held by brokerage firms and clearing agencies. We currently do not pay recurring dividends on our common stock.
On February 8, 2023, the Company announced that the Board of Directors had authorized a share repurchase program of up to 500,000 shares of the Company’s common stock over a two-year period. Repurchases under the program may occur from time to time in the open market, through privately negotiated transactions, through block purchases or other purchase techniques, or by any combination of such methods, and the program may be modified, suspended or terminated at any time at the discretion of the Board of Directors. During the year ended December 31, 2024, the Company repurchased 9,222 shares of common stock at an average price of $8.70 per share under this program.
On February 19, 2025, the Company announced that the Board of Directors had authorized an extension of its previously announced share repurchase program for an additional year through February 8, 2026. Common shares available for share repurchase under this program totaled 423,079 on December 31, 2024.
Additionally, we do, from time to time, purchase shares to enable employees to satisfy their tax obligations related to the vesting of restricted stock, in accordance with the provisions of the Company’s Stock Incentive Plan, as amended. During 2024, the Company did not purchase any shares to satisfy such employee tax obligations.
A summary of our common stock repurchased during the quarter ended December 31, 2024 is set forth in the following table:
| Period |
Total Number of Shares Purchased (1) |
Average Price per Share (1) |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |
Maximum Number of Shares that May Yet Be Purchased Under this Plan or Programs (1) |
||||||||||||
| October 1, 2024 — October 31, 2024 |
— | $ | — | — | 423,079 | |||||||||||
| November 1, 2024 — November 30, 2024 |
— | $ | — | — | 423,079 | |||||||||||
| December 1, 2024 — December 31, 2024 |
— | $ | — | — | 423,079 | |||||||||||
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| Total |
— | $ | — | — | 423,079 | |||||||||||
| (1) | The Company did not repurchase any shares of its common stock during the quarter ended December 31, 2024. |
In October 2018, the Board of Directors of the Company approved the Mastech Digital, Inc. 2019 Employee Stock Purchase Plan (the “Stock Purchase Plan”). The Stock Purchase Plan is intended to meet the requirements of Section 423 of the Code and required the approval of the Company’s shareholders to be qualified under Section 423 of the Code. On May 15, 2019, the Company’s shareholders approved the Stock Purchase Plan. Under the 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 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. For the year ended December 31, 2024 and December 31, 2023, stock purchases under the Stock Purchase Plan totaled 34,860 and 25,646 shares at an average purchase price of $6.40 and $8.03, respectively. At December 31, 2024, there were 432,059 shares available for purchases under the Plan.
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| ITEM 6. | RESERVED |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
This Management’s Discussion and Analysis should be read in conjunction with our Consolidated Financial Statements and accompanying Notes included in this Annual Report on Form 10-K.
This Management’s Discussion and Analysis contains forward-looking statements that involve risks, uncertainties, and assumptions as described under the heading “Forward-Looking Statements” included in Part I of this Annual Report on Form 10-K. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed under “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.
Overview:
We are a provider of Digital Transformation IT Services to mostly large and medium-sized organizations.
Our portfolio of offerings includes data management and analytics services, other Digital Transformation services, such as digital learning services, and IT staffing services.
We operate in two reporting segments — Data and Analytics Services and IT Staffing Services. Our data and analytics services are marketed on a global basis under the brand “Mastech InfoTrellis” and are delivered largely on a project basis with on-site and offshore resources. These capabilities and expertise were acquired through our acquisition of InfoTrellis and enhanced and expanded subsequent to the acquisition. In October 2020, we acquired AmberLeaf Partners, Inc. (“AmberLeaf”), a Chicago-based customer experience consulting firm. This acquisition enhanced our capabilities in customer experience strategy and managed services offerings for a variety of Cloud-based enterprise applications across sales, marketing and customer services organizations. Our IT staffing business combines technical expertise with business process experience to deliver a broad range of staffing services in digital and mainstream technologies, as well as our other Digital Transformation services.
Both business segments provide their services across various industry verticals, including: financial services; government; healthcare; manufacturing; retail; technology; telecommunications; and transportation. In our Data and Analytics Services segment we evaluate our revenues and gross profits largely by service line. In our IT Staffing Services segment, we evaluate our revenues and gross profits largely by sales channel responsibility. This analysis within both our reporting segments is multi-purposed and includes technologies employed, client relationships, and geographic locations.
Economic Trends and Outlook
Generally, our business outlook is highly correlated to general North American economic conditions, particularly with respect to our IT Staffing Services segment. During periods of increasing employment and economic expansion, demand for our services tends to increase. Conversely, during periods of contracting employment and / or a slowing global economy, demand for our services tends to decline. With economic expansion in 2010 through 2019 activity levels improved. However, as economic conditions strengthened, we experienced increased tightness in the supply side (skilled IT professionals) of our businesses. These supply-side challenges pressured resource costs and to some extent gross margins. As we entered 2020, we were encouraged by continued growth in the domestic job markets and expanding U.S. and global economies. However, with the COVID-19 pandemic surfacing in the first quarter of 2020, we realized that economic growth would quickly turn into recessionary conditions, which had a material impact on activity levels in both of our business segments. In 2021, we were encouraged by the global roll-out of vaccination programs and signs of economic improvement, however, the proliferation of COVID-19 variants caused some uncertainty and disruption in the global markets. In 2022 and 2023, COVID-19-related concerns seemed to subside, however, increased inflation, challenges in the
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financial sector related to increasing interest rates, and concerns about a possible recession created much uncertainty and impacted demand for our services in the second half of 2022 and the entire year of 2023. In 2024, economic conditions in North America improved over the course of the year as job market growth and inflationary outlooks showed positive signs of improvement. As we enter 2025, a new level of uncertainty and caution has returned to the marketplace, largely related to unknowns with respect to the incoming administration and the impact of the policies it is adopting. Currently, it is difficult to predict how market conditions are going to unfold over the course of 2025 and beyond.
In addition to tracking general economic conditions in the markets that we service, a large portion of our revenues is generated from a limited number of clients (see Item 1A, the Risk Factor entitled “Our revenues are highly concentrated, and the loss of a significant client would adversely affect our business and revenues”). Accordingly, our trends and outlook are additionally impacted by the prospects and well-being of these specific clients. This “account concentration” factor may result in our results of operations deviating from the prevailing economic trends from time to time.
Within our IT Staffing Services segment, a larger portion of our revenues has come from strategic relationships with systems integrators. Additionally, many large end users of IT staffing services are employing MSP’s to manage their contractor spending. Both of these dynamics may pressure our IT staffing gross margins in the future.
Recent growth in advanced technologies (social, cloud, data, analytics, mobility, automation) is providing opportunities within our IT Staffing Services segment. However, supply side challenges have proven to be acute with respect to many of these technologies.
Results of Operations
We operate and report our business in two reporting segments — Data and Analytics Services and IT Staffing Services.
Below is a tabular presentation of revenues and gross profit margins by segment for the periods discussed:
Revenues & Gross Margin by Segment
(Revenues in millions)
| Years Ended December 31, | ||||||||||||
| Revenues |
2024 | 2023 | 2022 | |||||||||
| Data and Analytics Services |
$ | 36.6 | $ | 34.4 | $ | 40.6 | ||||||
| IT Staffing Services |
162.3 | 166.7 | 201.6 | |||||||||
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| Total Revenues |
$ | 198.9 | $ | 201.1 | $ | 242.2 | ||||||
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| Gross Margin % |
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| Data and Analytics Services |
49.1 | % | 43.5 | % | 41.5 | % | ||||||
| IT Staffing Services |
23.2 | % | 21.6 | % | 23.0 | % | ||||||
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| Total Gross Margin % |
27.9 | % | 25.4 | % | 26.1 | % | ||||||
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Below is a tabular presentation of operating expenses by sales and marketing, operations, general and administrative, amortization of acquired intangible assets, employment-related claim, net of recoveries, goodwill impairment, severance expense and a cybersecurity breach for the periods discussed:
Selling, General & Administrative (“SG&A”) Expense Details
(Amounts in millions)
| Years Ended December 31, | ||||||||||||
| Selling, General & Administrative Expenses |
2024 | 2023 | 2022 | |||||||||
| Data and Analytics Services Segment |
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| Sales and Marketing |
$ | 7.3 | $ | 6.5 | $ | 5.9 | ||||||
| Operations |
0.7 | 1.3 | 2.3 | |||||||||
| General & Administrative |
6.7 | 8.9 | 5.4 | |||||||||
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| Subtotal Data and Analytics Services |
$ | 14.7 | $ | 16.7 | $ | 13.6 | ||||||
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| IT Staffing Services Segment |
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| Sales and Marketing |
$ | 9.1 | $ | 8.3 | $ | 9.5 | ||||||
| Operations |
8.8 | 8.6 | 11.0 | |||||||||
| General & Administrative |
14.4 | 13.1 | 12.5 | |||||||||
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| Subtotal IT Staffing Services |
$ | 32.3 | $ | 30.0 | $ | 33.0 | ||||||
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| Amortization of Acquired Intangible Assets |
$ | 2.7 | $ | 2.8 | $ | 3.0 | ||||||
| Employment-related Claim, net of Recoveries |
— | 3.1 | — | |||||||||
| Goodwill Impairment |
— | 5.3 | — | |||||||||
| Severance Expense |
2.1 | 2.4 | 1.0 | |||||||||
| Cybersecurity Breach |
— | — | 0.4 | |||||||||
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| Total SG&A Expenses |
$ | 51.8 | $ | 60.3 | $ | 51.0 | ||||||
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2024 Compared to 2023
Revenues
Revenues for the year ended December 31, 2024 totaled $198.9 million, compared to $201.1 million for the year ended December 31, 2023. This 1.1% decline in total revenues reflected an increase in revenues of 6.6% in our Data and Analytics Services segment and a 2.6% revenue decrease in our IT Staffing Services segment. Both segments showed revenue run-rate improvements when comparing the fourth quarter of 2024 to the fourth quarter of 2023.
Our Data and Analytics Services segment’s 2024 revenues increased to $36.6 million from $34.4 million in 2023. This increase was largely due to an increase in client spending on existing projects and a strong bookings performance in the fourth quarter of 2023. Bookings in 2024 totaled $41 million, in-line with full year 2023’s bookings performance.
Our IT Staffing Services segment’s 2024 revenues declined modestly, compared to 2023 revenues due to a lower average level of billable consultants during the first half of 2024 compared to the first half of 2023. However, we ended 2024 with 1,008 billable consultants, compared to 946 billable consultants at the end of 2023, an increase of 6.6%. Our average IT staffing bill rate for 2024 totaled $82.77 per hour compared to $78.84 per hour in 2023. This bill rate increase was due to higher rates on new assignments and was reflective of the type of skill sets that we deployed. Permanent placement / fee revenues totaled $0.9 million in 2024, compared to $0.8 million a year ago.
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In 2024, we had two clients that exceeded 10% of total revenues (CGI = 14.5% and Allegis = 10.7%). In 2023, we had one client that exceeded 10% of total revenues (CGI = 22.5%). Our top ten clients represented 54% of total revenues in 2024 and 53% of total revenues in 2023. Additionally, our largest industry vertical, financial services, represented approximately 49% of total revenues in 2024, compared to approximately 50% in 2023.
Gross Margin
Gross profit increased to $55.6 million in 2024, compared to $51.0 million in 2023, an increase of 8.9% on a year-over-basis. Gross profit as a percentage of revenue totaled 27.9% in 2024, compared to 25.4% in 2023.
Gross margins from our Data and Analytics Services segment in 2024 were 49.1%, which was 560-basis points higher than the 43.5% gross margins that we achieved in 2023. The increase reflected higher utilization and improved delivery efficiencies during 2024 when compared to 2023.
Gross margins in our IT Staffing Services segment were 23.2% in 2024, compared to 21.6% in 2023. This 160-basis point increase was due to higher gross margins on new assignments and favorable medical claim experience related to our self-insured program during 2024 when compared to 2023.
Selling, General and Administrative (“SG&A”) Expenses
SG&A expenses in 2024 totaled $51.8 million and represented 26.0% of total revenues, compared to $60.3 million or 30.0% of revenues in 2023. When excluding the amortization of acquired intangible assets and severance expenses in 2024, and the amortization of acquired intangible assets, severance expenses, an employment-related claim, net of recoveries, and goodwill impairment in 2023, the adjusted SG&A expenses related to operations as a percentage of revenues was 23.6% in 2024 versus 23.2% in 2023. The increase in SG&A as a percentage of revenues, excluding these items mentioned above, was largely due to higher sales expense in both business segments, partially offset by lower general and administrative expenses.
Fluctuations within SG&A expense components during 2024 compared to 2023 included the following:
| • | Sales expense was $1.6 million higher in 2024 compared to the previous year. In the Data and Analytics Services segment, sales expense increased by $0.8 million due to an increase in marketing and event expenses and higher compensation expenses. IT staffing sales expense increased by $0.8 million due to higher commissions and bonus expense of $0.5 million and higher variable expense items due to increased activity levels in 2024. |
| • | Operations expense decreased by $0.4 million compared to 2023. In our Data and Analytics Services segment, operations expense decreased by $0.6 million due to lower staff headcount. Operations expense in our IT Staffing Services segment increased $0.2 million in 2024, due to higher commission expenses largely during the second half of the year. |
| • | General & administrative expenses decreased by $0.9 million in 2024 compared to 2023. Our Data and Analytics Services segment was responsible for $2.2 million of this decline due to lower executive leadership staff and professional services expense related to an employment-related claim in 2023. The IT Staffing Services segment had higher general and administrative expenses in 2024 of $1.3 million compared to 2023, largely due to strategic consulting expenses related to our Primentor agreement and higher bonus expenses. |
| • | Amortization of acquired intangible assets was $2.7 million in 2024 versus $2.8 million in 2023, as a portion of our intangible assets became fully amortized in 2024. |
| • | Severance expense totaled $2.1 million in 2024 versus $2.4 million in 2023. Severance in both years largely related to executive leadership departures. |
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| • | An employment-related claim expense, net of recoveries, totaled $3.1 million in 2023, compared to no expense in 2024. |
| • | A goodwill impairment charge totaled $5.3 million in 2023, compared to no impairment charge in 2024. The 2023 charge pertained to our Data and Analytics Services segment. |
Other Income / (Expense) Components
In 2024, other income / (expense) consisted of net interest income of $606,000 and foreign exchange gains of $27,000. In 2023, other income / (expense) consisted of interest income of $319,000 and foreign exchange losses of ($75,000). The increase in interest income was due to a higher balance of cash on hand in 2024 compared to 2023, partially offset by interest rate reductions in 2024. Net foreign exchange gains (losses) in 2024 compared to 2023 reflected exchange rate variations between the Indian rupee and the Canadian dollar compared to the U.S. dollar.
Income Tax Expense
Income tax expense (benefit) for 2024 was $1.0 million and represented an effective tax rate on pre-tax income of 23.1%, compared to ($1.9 million) in 2023, which represented an effective tax rate on pre-tax (loss) of (21.0%). The 2024 effective tax rate compared to 2023 reflected a worthless stock deduction recognized on the dissolution of our Singapore entity in 2024.
2023 Compared to 2022
Revenues
Revenues for the year ended December 31, 2023 totaled $201.1 million, compared to $242.2 million for the year ended December 31, 2022. This 17% decline in total revenues reflected a decrease in revenue of 15% in our Data and Analytics Services segment and a 17% revenue decrease in our IT Staffing Services segment. Both segments were impacted by economic uncertainty during the year.
Our Data and Analytics Services segment’s revenue declines were largely due to client spending reductions on existing projects and assignment delays on new order bookings. Bookings in 2023 totaled $42 million, of which $19 million was secured in the fourth quarter. Order bookings in 2022 approximated $36 million. With respect to 2023 bookings, several orders were multi-year assignments, which generate revenues over multiple reporting periods.
Our IT Staffing Services segment’s revenue decline was due to lower demand for our services as clients took a more conservative posture on spending, largely due to economic headwinds. Accordingly, our consultants-on-billing declined by 262-consultants in 2023 compared to a 53-consultant decrease in 2022. We ended 2023 with 946 consultants-on billing versus 1,208 consultants-on-billing at year-end 2022. Our average IT staffing bill rate for 2023 totaled $78.84 per hour compared to $80.64 per hour in 2022. This bill rate decline was due to lower rates on new assignments and was reflective of the type of skill sets that we deployed. Permanent placement / fee revenues totaled $0.8 million in 2023, compared to $2.1 million a year ago.
In both 2023 and 2022, we had one client that exceeded 10% of total revenues (CGI = 22.5% in 2023 and 22.2% in 2022, respectively). Our top ten clients represented 53% of total revenues in both 2023 and 2022. Additionally, our largest industry vertical, financial services, represented approximately 50% of total revenues in 2023 and 2022.
Gross Margin
Gross profit decreased to $51.0 million in 2023, compared to $63.2 million in 2022, a decrease of 19% on a year-over-basis. Gross profit as a percentage of revenue totaled 25.4% in 2023, compared to 26.1% in 2022.
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Gross margins from our Data and Analytics Services segment were 43.5%, which was 200-basis points higher than the 41.5% gross margins that we experienced in 2022. The increase largely reflected higher utilization in the 2023 period.
Gross margins in our IT Staffing Services segment were 21.6% in 2023, compared to 23.0% in 2022. This 140-basis point decline was due to lower permanent placement revenues in 2023 (80-basis point impact on gross margins) and higher medical claims related to our self-insured program in 2023 compared to 2022.
Selling, General and Administrative (“SG&A”) Expenses
SG&A expenses in 2023 totaled $60.3 million and represented 30.0% of total revenues, compared to $51.0 million or 21.1% of revenues in 2022. When excluding the amortization of acquired intangible assets, employment-related claim, net of recoveries, goodwill impairment and severance expenses in 2023, and the amortization of acquired intangible assets, the cybersecurity breach and severance expenses in 2022, the adjusted SG&A expenses related to operations, as a percentage of revenues was 23.2% in 2023 versus 19.2% in 2022. The increase in SG&A as a percentage of revenues, excluding these items mentioned above, was largely due to higher sales and executive staff expenses in the Data and Analytics Services segment, offset by lower variable expenses in our IT Staffing Services segment.
Fluctuations within SG&A expense components during 2023 compared to 2022 included the following:
| • | Sales expense was $0.6 million lower in 2023 compared to the previous year. In the Data and Analytics Services segment, sales expense increased by $0.6 million due to an increase in sales staff and higher compensation expense in 2023. IT staffing sales expense decreased by $1.2 million and related to lower variable compensation and other variable expense items due to declining activity levels. |
| • | Operations expense decreased by $3.4 million compared to 2022. In our Data and Analytics Services segment, operations expense decreased by $1.0 million due to lower staff headcount. Operations expense in our IT Staffing Services segment decreased by $2.4 million in 2023, due to recruitment staff reductions and lower compensation and other variable expenses — both reflective of lower activity levels in 2023. |
| • | General & administrative expenses increased by $4.1 million in 2023 compared to 2022. Our Data and Analytics Services segment was responsible for $3.5 million of this increase due to higher executive staff and professional services expense related to an employment-related claim. The IT Staffing Services segment had higher general and administrative expenses in 2023 of $0.6 million compared to 2022, due to higher corporate-related expenses and an increase in cybersecurity expenditures. |
| • | Amortization of acquired intangible assets was $2.8 million in 2023 versus $3.0 million in 2022. The decline reflected certain intangible assets being fully amortized prior to 2023. |
| • | An employment-related claim expense, net of recoveries, totaled $3.1 million in 2023, compared to no expense in 2022. |
| • | A goodwill impairment charge totaled $5.3 million in 2023, compared to no impairment charge in 2022. The 2023 charge pertained to our Data and Analytics Services segment. |
| • | Severance expense totaled $2.4 million in 2023, compared to $1.0 million in 2022. Severance in both years largely related to executive leadership departures in our Data and Analytics Services segment. |
| • | Cybersecurity breach expenses totaled $0.4 million in 2022, compared to no expense in 2023. |
Other Income / (Expense) Components
In 2023, other income / (expense) consisted of net interest income of $319,000 and foreign exchange losses of ($75,000). In 2022, other income / (expense) consisted of interest expense of ($358,000) and foreign exchange
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gains of $650,000. The decline in interest expense and increase in interest income was largely due to no outstanding borrowings in 2023 and a higher balance of cash on hand in 2023. Net foreign exchange gains (losses) in 2023 compared to 2022 reflected exchange rate variations between the Indian rupee and the Canadian dollar compared to the U.S. dollar.
Income Tax Expense
Income tax expense (benefit) for 2023 was ($1.9 million) and represented an effective tax rate on pre-tax (loss) of (21.0%), compared to $3.8 million in 2022, which represented an effective tax rate on pre-tax income of 30.3%. The unfavorable 2023 effective tax rate was largely due to shortfalls in expected tax benefits on stock options and state income taxes.
Liquidity and Capital Resources
Financial Conditions and Liquidity
On December 31, 2024, we had cash balances on hand of $27.7 million, no bank debt outstanding and approximately $22.6 million of borrowing capacity under our existing credit facility.
Historically, we have funded our business needs with cash generation from operating activities. In the data and analytics services and IT staffing services industries, investment in operating working capital levels (defined as current assets excluding cash and cash equivalents minus current liabilities, excluding short-term borrowings) is a significant use of cash. Controlling our operating working capital levels by closely managing our accounts receivable balance is an important element of cash preservation. Our accounts receivable “days sales outstanding” measurement (“DSO”) at year-end 2024 improved to 52-days compared to 53-days at year-end 2023.
Cash provided by operating activities, our cash and cash equivalent balances on hand at December 31, 2024 and current availability under our existing credit facility are expected to be adequate to fund our business needs over the next 12 months, including our share repurchase program, which was extended by our Board of Directors through February 8, 2026, but excluding any major acquisition-related activities.
Below is a tabular presentation of cash flow activities for the periods discussed:
| Years Ended December 31, | ||||||||||||
| Cash Flows Activities |
2024 | 2023 | 2022 | |||||||||
| (Amounts in millions) | ||||||||||||
| Operating activities |
$ | 7.2 | $ | 16.0 | $ | 12.6 | ||||||
| Investing activities |
(0.9 | ) | (0.2 | ) | (0.8 | ) | ||||||
| Financing activities |
0.7 | (1.6 | ) | (10.4 | ) | |||||||
Operating Activities
Cash provided by (used in) operating activities for the years ended December 31, 2024, 2023 and 2022 totaled $7.2 million, $16.0 million and $12.6 million, respectively. In 2024, cash flows from operating activities included net income of $3.4 million, non-cash charges of $6.1 million and an increase in operating working capital of ($2.3 million). In 2023, cash flows from operating activities included a net (loss) of ($7.1 million), non-cash charges of $10.6 million and decreases in operating working capital of $12.5 million. In 2022, cash flows from operating activities included net income of $8.7 million, non-cash charges of $6.8 million and increases in operating working capital of ($2.9 million). The 2024 increase in operating working capital reflected higher activities levels as accounts receivable and prepaid expenses increased. The 2023 reduction in operating working capital was due to lower accounts receivable, reflecting significant revenue declines during the year. The 2022 increase in operating capital largely reflected a $2.3 million repayment of the COVID-19 payroll tax deferment program.
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We would expect operating working capital levels to increase should revenue grow in 2025. Accordingly, an increase in operating working capital would result in a reduction in cash generated from operating activities. We believe that DSOs are currently at the lower range of our expectations and will likely increase marginally should our data and analytics services revenues grow disproportionately to our total revenues, as solution businesses generally experience a higher DSO measurement than IT staffing organizations.
Investing Activities
Cash (used in) investing activities for the years ended December 31, 2024, 2023 and 2022 totaled ($0.9 million), ($0.2 million) and ($0.8 million), respectively. In 2024, cash (used in) investing activities consisted entirely of capital expenditures – largely computer equipment and cyber-security related expenditures. In 2023, cash (used in) investing activities consisted of ($0.3 million) of capital expenditures and a $0.1 million recovery of non-current office lease deposits. In 2022, cash (used in) investing activities consisted of ($0.8 million) of capital expenditures, primarily related to system upgrade expenditures.
Financing Activities
In 2024, cash provided by financing activities totaled $0.7 million and included $0.2 million of proceeds from the issuance of common shares under our employee stock purchase plan and $0.5 million of proceeds from the exercise of stock options, partially offset by the repurchase of common stock under the Company’s share repurchase program. In 2023, cash (used in) financing activities totaled ($1.6 million) and included ($1.1 million) of debt repayments, ($0.6 million) of common stock repurchases, partially offset by proceeds from our issuance of common shares under our employee stock purchase plan. In 2022, cash (used in) financing activities totaled ($10.4 million) and included debt repayments of ($12.0 million) partially offset by proceeds from the exercise of stock options and the issuance of common stock related to the Company’s employee stock purchase plan of $1.6 million.
2024 Primentor, Inc. Consulting Agreement
On January 12, 2024, the Company entered into a consulting agreement with Primentor, Inc. to provide strategic advisory and management consulting services, as well as any other business and organizational strategy services as the Board of Directors of the Company may reasonably request from time to time. During 2024, the Company incurred consulting expenses of approximately $1.1 million related to these services. In 2025 and 2026, the Company expects to pay Primentor approximately $0.4 million and $0.2 million, respectively.
2023 Employment-Related Claims Against the Company
As disclosed in Note 8 “Commitment and Contingencies” to the Notes to the Consolidated Financial Statements, included in Item 8 herein, a former employee who resigned from his employment with the Company in November 2022 asserted various employment-related claims against the Company. During the third quarter of 2023, the Company settled this claim for $3.1 million, net of recoveries, under the terms of a confidential settlement agreement. In addition to the settlement amount, we incurred approximately $0.9 million in professional services fees related to this matter during 2023. The settlement amount and the professional fees are included in selling, general and administrative expenses in the Consolidated Statements of Operations.
2022 Cybersecurity Breach
During 2022, we experienced a cybersecurity breach involving a single employee email account and which indirectly impacted two Mastech InfoTrellis clients. Our IT team identified the point of entry, decommissioned the affected laptop and email address, and changed email logins and passcodes for this email account. As a result of this incident, we engaged external advisors to validate our findings and remedial action steps. As part of this engagement, these advisors assisted us with a forensic analysis to determine whether any personally identifiable
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information (“PII”) was compromised as a result of this breach. For any such PII data determined to have been compromised, these advisors assisted us in determining the appropriate compliance steps. We incurred a pre-tax charge of $450,000 in the third quarter 2022 related to this event, which includes the cost of engaging these external advisors and losses relating to the breach. This expense is included in selling, general and administrative expenses in the Consolidated Statements of Operations.
2025 Finance and Accounting Functions to be Transitioned to India from the U.S.
During the first quarter of 2025, the Board of Directors made the decision to implement a long-term cost-cutting initiative to transition the Company’s finance and accounting functions to India. During 2025, the Company expects to incur additional costs related to the duplication of resources and travel expenses during the training and knowledge transfer process. This estimated additional expense is expected to range from $500,000 to $750,000 during the transition period. Additionally, the Company expects to pay approximately $1.3 million of severance expense related to this matter.
Post-transition cost savings are expected to be approximately $1.2 million annually.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Inflation
We do not believe that inflation had a significant impact on our results of operations for the periods presented, although economic uncertainty, including the concerns of our clients and other companies with respect to inflationary conditions in North America and elsewhere, has had and may continue to have an adverse impact on the demand for our services. On an ongoing basis, we attempt to minimize any effects of inflation on our operating results by controlling operating costs and, whenever possible, seek to ensure that billing rates reflect increases in costs due to inflation.
In addition, refer to “Item 1A. Risk factors” in this annual report on Form 10-K for a discussion about risks that inflation directly or indirectly may pose to our business.
Seasonality
Our consultants’ billable hours are affected by national holidays and vacation patterns. Accordingly, we typically have lower utilization rates and higher benefit costs during the fourth quarter. Additionally, assignment completions tend to be higher near the end of the calendar year, which largely impacts our revenue and gross profit performance during the subsequent quarter.
Critical Accounting Policies and Estimates
Certain accounting policies are particularly important to the portrayal of our financial position, results of operations and cash flows and require the application of significant judgment by management, and as a result, are subject to an inherent degree of uncertainty. In applying these policies, our management uses judgment to determine the appropriate assumptions to be used in the determination of certain estimates. These estimates are based on our historical experience, terms of existing contracts, observances of industry trends and other available information from outside sources, as appropriate. The following explains our most critical accounting policies. See the Notes to the Consolidated Financial Statements, contained in Item 8, of this Annual Report on Form 10-K for a complete description of our significant accounting policies.
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Revenue Recognition
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 historically 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. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the client. The Company has determined that the cost-based input method provides a faithful 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.
Accounts Receivable and Allowance for Credit Losses
The Company extends credit to clients based upon management’s assessment of their creditworthiness. A substantial portion of the Company’s revenue, and the resulting accounts receivable, are from Fortune 1000 companies, major systems integrators and other staffing organizations. The Company does not generally charge interest on delinquent accounts receivable.
Unbilled receivables represent amounts recognized as revenues based on services performed and, in accordance with the terms of the client contract, will be invoiced in a subsequent period.
Accounts receivables are reviewed periodically to determine the probability of loss. The Company records an allowance for credit losses when it is probable that the related receivable balance will not be collected based on historical collection experience, client-specific collection issues, and other matters the Company identifies in its collection monitoring.
Goodwill and Intangible Assets
Identifiable intangible assets are recorded at fair value as of the closing date when acquired in a business combination. Identifiable intangible assets related to acquisitions consisted of client relationships, covenants not-to-compete, trade names and technology, which are being amortized using the straight-line method over their estimated useful lives ranging from three years to twelve years, as more fully described in Note 3 “Goodwill and Other Intangible Assets, net” to the Notes to the Consolidated Financial Statements.
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Excess purchase price over the fair value of net tangible assets and identifiable intangible assets acquired are recorded as goodwill. Goodwill is not amortized but is tested for impairment at least on an annual basis. If impairment is indicated, a write-down to fair value is recorded based on the excess of the carrying value of the reporting unit over its fair market value.
We review goodwill and intangible assets for impairment annually as of October 1st or more frequently if events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The impairment test is performed at the reporting unit (business segment) level. Determination of recoverability is based on the lowest level of identifiable estimated future discounted cash flows resulting from use of the assets and their eventual disposition. Measurement of any impairment loss is based on the excess carrying value of the reporting unit over their fair market value.
In conducting our annual impairment testing, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If not, no further goodwill impairment testing is required. If it is more likely than not that a reporting unit’s fair value is less than its carrying amount, we are then required to perform a quantitative impairment test. We also may elect not to perform the qualitative assessment, and instead, proceed directly to the quantitative impairment test.
In 2024, 2023 and 2022, we performed quantitative impairment tests related to our IT Staffing Services segment, which includes our June 2015 acquisition of Hudson Global Resources Management, Inc.’s U.S. IT staffing business (“Hudson IT”). The results of each of these testing’s indicated no impairment associated with the carrying amount of goodwill.
Additionally in 2024, 2023 and 2022, we performed quantitative impairment tests related to our Data and Analytics Services segment which includes the July 2017 acquisition of InfoTrellis and the October 2020 acquisition of AmberLeaf. The results of the 2024 and 2022 testing’s indicated no impairment associated with the carrying amount of goodwill. On October 1, 2023, our annual impairment testing date, we did not identify an impairment. However, due to a triggering event in the fourth quarter related to declining revenue trends and lower future revenue projections, our December 31, 2023 testing results indicated impairment associated with the carrying amount of goodwill of $5.3 million. Accordingly, this goodwill impairment charge is reflected in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations in Item 8, herein.
Leases
Operating leases right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since most of the Company’s leases do not have an implicit borrowing rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our leases may include options allowing us in our sole discretion to extend or terminate the lease, and when it is reasonably certain that we will exercise those options, we will include those periods in our lease term. Variable costs, such as payments for insurance and tax payments, are expensed when the obligation for those payments is incurred.
Business Combinations
The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations (“ASC 805”). This guidance requires consideration given (including contingent consideration), assets acquired and liabilities assumed to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) in-process research and development will be recorded at fair value as an
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indefinite-lived intangible asset; (2) acquisition-related transaction costs will generally be expensed as incurred; (3) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (4) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.
ASC 805 requires that any excess purchase price over fair value of assets acquired (including identifiable intangibles) and liabilities assumed be recognized as goodwill. Additionally, any excess fair value of acquired net assets over acquisition consideration results in a bargain purchase gain. Prior to recording a gain, the acquiring entity must reassess whether all acquired assets and assumed liabilities have been identified and must perform re-measurements to verify that the consideration paid, assets acquired and liabilities assumed have all been properly valued.
Stock-Based Compensation
In 2008, the Company adopted a Stock Incentive Plan (as amended to date, the “Plan”) which, as amended, provides that up to 5,400,000 shares of the Company’s common stock shall be allocated for issuance to directors, executive management and key personnel. Grants under the Plan can be made in the form of stock options, stock appreciation rights, performance shares or stock awards. The Plan is administered by the Compensation Committee of the Board of Directors. Stock options are granted at an exercise price equal to the closing share price of the Company’s common stock at the grant date and generally vest over a three to five-year period.
In October 2018, the Board of Directors of the Company approved the Mastech Digital, Inc. 2019 Employee Stock Purchase Plan (the “Stock Purchase Plan”). The Stock Purchase Plan is intended to meet the requirements of Section 423 of the Code and required the approval of the Company’s shareholders to be qualified under Section 423 of the Code. On May 15, 2019, the Company’s shareholders approved the Stock Purchase Plan. Under the 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 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 accounts for stock-based compensation expense in accordance with ASC Topic 718 “Share-based Payments” which requires us to measure all share-based payments based on their estimated fair value and recognize compensation expense over the requisite service period. The fair value of our stock options and shares issued under the Company’s Stock Purchase Plan is determined at the date of grant using the Black-Scholes option pricing model.
Income Taxes
The Company records an estimated liability for income and other taxes based on what management determines will likely be paid in the various tax jurisdictions in which we operate. Management uses its best judgment in the determination of these amounts. However, the liabilities ultimately realized and paid are dependent on various matters, including the resolution of the tax audits in the various affected tax jurisdictions, and may differ from the amounts recorded. An adjustment to the estimated liability would be recorded through income in the period in which it becomes probable that the amount of the actual liability differs from the amount recorded.
Management determines the Company’s income tax provision using the asset and liability method. Under this method, deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. The Company measures deferred tax assets and liabilities using enacted tax rates in effect for the year in which we expect to recover or settle the temporary differences. The effect of a change in tax rates on deferred taxes is recognized in the period that the change is
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enacted. The Company evaluates its deferred tax assets and records a valuation allowance when, in management’s opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2024 and 2023, the Company provided a valuation allowance of $452,000 and $628,000, respectively, related to the uncertainty of the realization of foreign net operating losses (“NOL”).
The Tax Cuts and Jobs Act of 2017 created a new requirement that certain income earned by foreign subsidiaries, known as global intangible low-tax income (“GILTI”), must be included in the gross income of their U.S. shareholder. The Financial Accounting Standards Board (the “FASB” allows an accounting policy election of either recognizing deferred taxes for temporary differences expected to reverse as GILTI in future years or recognizing such taxes as a current-period expense when incurred. We have elected to treat the tax effect of GILTI as a current-period expense as incurred.
The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes”. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained under audit. As of December 31, 2024 and 2023, there were no uncertain tax positions for which a reserve or liability is necessary.
Foreign Currency Translation
The reporting currency of the Company and its subsidiaries is the U.S. dollar. The functional currency of the Company’s subsidiary in Canada is the U.S. dollar because the majority of its revenue is denominated in U.S. dollars. The functional currency of the Company’s Indian and European subsidiaries is their local currency. The results of operations of the Company’s Indian and European subsidiaries are translated at the monthly average exchange rates prevailing during the period. The financial position of the Company’s Indian and European subsidiaries is translated at the current exchange rates at the end of the period, and the related translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within Shareholders’ Equity. Gains and losses resulting from foreign currency transactions are included as a component of other income (expense), net in the Consolidated Statements of Operations. Foreign exchange gains / (losses) in 2024 totaled $27,000; in 2023 we incurred losses of ($75,000) and we incurred $650,000 foreign exchange gains in 2022.
Recently Issued Accounting Standards
Recent accounting pronouncements are described in Note 1 to the Consolidated Financial Statements contained in Item 8, herein.
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| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
In addition to the inherent operational risks, the Company is exposed to certain market risks, primarily related to changes in interest rates and currency fluctuations.
Interest Rates
At December 31, 2024, we had no outstanding borrowings under our Credit Agreement with PNC Bank and certain other financial institution lenders (the “Credit Agreement”) — Refer to Note 5 — “Credit Facility” in the Notes to Consolidated Financial Statements, included in Item 8 herein. A hypothetical 10% increase in interest rates would have no impact on our annual interest expense. As of December 31, 2024, the Company has no interest-rate hedge vehicles outstanding.
Currency Fluctuations
The reporting currency of the Company and its subsidiaries is the U.S. dollar. The functional currency of the Company’s subsidiary in Canada is the U.S. dollar because the majority of its revenue is denominated in U.S. dollars. The functional currency of the Company’s Indian and European subsidiaries is their local currency. The results of operations of the Company’s Indian and European subsidiaries are translated at the monthly average exchange rates prevailing during the period. The financial position of the Company’s Indian and European subsidiaries is translated at the current exchange rates at the end of the period, and the related translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within Shareholders’ Equity. Gains and losses resulting from foreign currency transactions are included as a component of other income (expense), net in the Consolidated Statements of Operations. A hypothetical 10% increase or decrease in overall foreign currency rates in 2024 would not have a material impact on our consolidated financial statements. As our international operations grow, we will continue to evaluate and reassess our approach to managing the risks relating to fluctuations in currency rates.
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| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The financial statements and supplementary data required by this item are filed as part of this Annual Report on Form 10-K. See Index to Consolidated Financial Statements on page 48 of this Annual Report on Form 10-K.
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MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying Consolidated Financial Statements of Mastech Digital, Inc. and subsidiaries have been prepared by management, which is responsible for their integrity and objectivity. The statements have been prepared in conformity with accounting principles generally accepted in the United States of America and necessarily include amounts based on management’s best estimates and judgments.
The Company’s Consolidated Financial Statements for the year ended December 31, 2024 have been audited by UHY LLP, an Independent Registered Public Accounting Firm. The Audit opinion is on page 49 of this Annual Report on Form 10-K.
The Board of Directors pursues its responsibility for the Company’s financial reporting and accounting practices through its Audit Committee, all of the members of which are independent directors. The Audit Committee’s duties include recommending to the Board of Directors the Independent Registered Public Accounting Firm to audit the Company’s financial statements, reviewing the scope and results of the independent accountants’ activities and reporting the results of the committee’s activities to the Board of Directors. The Independent Registered Public Accounting Firm has met with the Audit Committee in the presence of management representatives to discuss the results of their audit work. Additionally, the Independent Registered Public Accounting Firm has direct access to the Audit Committee.
Nirav Patel
President and Chief Executive Officer
John J. Cronin, Jr.
Chief Financial Officer
47
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At December 31, |
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2024 |
2023 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, net of allowance for credit losses of $ |
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Unbilled receivables |
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Prepaid and other current assets |
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Total current assets |
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Equipment, enterprise software, and leasehold improvements, at cost: |
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Equipment |
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Enterprise software |
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Leasehold improvements |
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Less – accumulated depreciation and amortization |
( |
) | ( |
) | ||||
Net equipment, enterprise software, and leasehold improvements |
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Operating lease right-of-use |
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Deferred income taxes |
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Deferred financing costs, net |
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Non-current deposits |
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Goodwill, net of impairment |
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Intangible assets, net of amortization |
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Total assets |
$ | $ | ||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued payroll and related costs |
||||||||
Current portion of operating lease liability |
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Other accrued liabilities |
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Deferred revenue |
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Total current liabilities |
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Long-term liabilities: |
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Long-term operating lease liability, less current portion |
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Long-term accrued income taxes |
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Long-term severance liability |
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Total liabilities |
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Commitments and contingent liabilities (Note 8) |
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Shareholders’ equity: |
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Preferred Stock, |
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Common Stock, par value $ ; |
||||||||
Additional paid-in-capital |
||||||||
Retained earnings |
||||||||
Accumulated other comprehensive income (loss) |
( |
) | ( |
) | ||||
Treasury stock, at cost; |
( |
) | ( |
) | ||||
Total shareholders’ equity |
||||||||
Total liabilities and shareholders’ equity |
$ | $ | ||||||
Years Ended December 31, |
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2024 |
2023 |
2022 |
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| Revenues |
$ | $ | $ | |||||||||
| Cost of revenues |
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| Gross profit |
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| Selling, general and administrative expenses: |
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| Operating expenses |
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| Impairment of goodwill |
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| Employment-related claim, net of recoveries |
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| Total selling, general and administrative expenses |
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| Income (loss) from operations |
( |
) | ||||||||||
| Interest income (expense), net |
( |
) | ||||||||||
| Other income (expense), net |
( |
) | ||||||||||
| |
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| Income (loss) before income taxes |
( |
) | ||||||||||
| Income tax expense (benefit) |
( |
) | ||||||||||
| |
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| Net income (loss) |
$ | $ | ( |
) | $ | |||||||
| |
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| Earnings (Loss) Per Share: |
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| Basic |
$ | $ | ( |
) | $ | |||||||
| |
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| Diluted |
$ | $ | ( |
) | $ | |||||||
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| Weighted average common shares outstanding: |
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| Basic |
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| Diluted |
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Years Ended December 31, |
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2024 |
2023 |
2022 |
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Net income (loss) |
$ | $ | ( |
) | $ | |||||||
Other comprehensive income (loss): |
||||||||||||
Foreign currency translation adjustments |
( |
) | ( |
) | ( |
) | ||||||
Total pretax net unrealized (loss) |
( |
) | ( |
) | ( |
) | ||||||
Total other comprehensive (loss), net of taxes |
( |
) | ( |
) | ( |
) | ||||||
Total comprehensive income (loss) |
$ | $ | ( |
) | $ | |||||||
Common Stock |
Additional Paid-in Capital |
Accumulated Retained Earnings |
Treasury Stock |
Accumulated Other Comprehensive Income (loss) |
Total Shareholders’ Equity |
|||||||||||||||||||
| Balances, December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||
| Net income |
— | — | — | — | ||||||||||||||||||||
| Employee common stock purchases |
— | — | — | — | ||||||||||||||||||||
| Other comprehensive (loss), net of taxes |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
| Stock-based compensation expense |
— | — | — | — | ||||||||||||||||||||
| Stock options exercised |
— | — | — | |||||||||||||||||||||
| |
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| Balances, December 31, 2022 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||
| |
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|
|
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|
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|
|||||||||||||
| Net (loss) |
— | — | ( |
) | — | — | ( |
) | ||||||||||||||||
| Employee common stock purchases |
— | — | — | — | ||||||||||||||||||||
| Other comprehensive (loss), net of taxes |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
| Stock-based compensation expense |
— | — | — | — | ||||||||||||||||||||
| Purchase of treasury stock |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
| |
|
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|
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| Balances, December 31, 2023 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||
| |
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|
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| Net income (loss) |
— | — | — | — | ||||||||||||||||||||
| Employee common stock purchases |
— | — | — | — | ||||||||||||||||||||
| Other comprehensive (loss), net of taxes |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
| Stock-based compensation expense |
— | — | — | — | ||||||||||||||||||||
| Stock options exercised |
— | — | — | |||||||||||||||||||||
| Purchase of treasury stock |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
| |
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|
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| Balances, December 31, 2024 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||
| |
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|
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Years Ended December 31, |
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2024 |
2023 |
2022 |
||||||||||
OPERATING ACTIVITIES: |
||||||||||||
Net income (loss) |
$ | $ | ( |
) | $ | |||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
||||||||||||
Bad debt expense |
( |
) | ( |
) | ||||||||
Interest amortization of deferred financing costs |
||||||||||||
Stock-based compensation expense |
||||||||||||
Deferred income taxes, net |
( |
) | ( |
) | ||||||||
Impairment of goodwill |
||||||||||||
Operating lease assets and liabilities, net |
( |
) | ||||||||||
Loss on disposition of fixed assets |
||||||||||||
Long-term severance liability |
||||||||||||
Long-term accrued income taxes |
( |
) | ( |
) | ( |
) | ||||||
Working capital items: |
||||||||||||
Accounts receivable and unbilled receivables |
( |
) | ||||||||||
Prepaid and other current assets |
( |
) | ( |
) | ||||||||
Accounts payable |
( |
) | ||||||||||
Accrued payroll and related costs |
( |
) | ||||||||||
Other accrued liabilities |
( |
) | ( |
) | ( |
) | ||||||
Deferred revenue |
( |
) | ( |
) | ||||||||
Net cash flows provided by operating activities |
||||||||||||
INVESTING ACTIVITIES: |
||||||||||||
Recovery of (payments for) non-current deposits |
||||||||||||
Capital expenditures |
( |
) | ( |
) | ( |
) | ||||||
Net cash flows (used in) investing activities |
( |
) | ( |
) | ( |
) | ||||||
FINANCING ACTIVITIES: |
||||||||||||
(Repayments) on term loan facility |
( |
) | ( |
) | ||||||||
Proceeds from the issuance of common stock |
||||||||||||
Purchase of treasury stock |
( |
) | ( |
) | ||||||||
Payment of deferred financing costs |
( |
) | ||||||||||
Proceeds from the exercise of stock options |
||||||||||||
Net cash flows provided by (used in) financing activities |
( |
) | ( |
) | ||||||||
Effect of exchange rate changes on cash and cash equivalents |
( |
) | ( |
) | ( |
) | ||||||
Net change in cash and cash equivalents |
||||||||||||
Cash and cash equivalents, beginning of period |
||||||||||||
Cash and cash equivalents, end of period |
$ | $ | $ | |||||||||
SUPPLEMENTAL DISCLOSURE: |
||||||||||||
Cash payments for interest expense |
$ | |
$ | $ | ||||||||
Cash payments for income taxes |
$ | $ | $ | |||||||||
1. |
Summary of Significant Accounting Policies: |
Balance at beginning of period |
Charged to expense (credited) |
Recoveries/ (Write- offs) |
Balance at end of period |
|||||||||||||
(Amounts in thousands) |
||||||||||||||||
Year ended December 31, 2024 |
$ | $ | ( |
) | $ | $ | ||||||||||
Year ended December 31, 2023 |
( |
) | ||||||||||||||
Year ended December 31, 2022 |
||||||||||||||||
Laptop Computers |
||||
Equipment |
||||
Enterprise Software |
2. |
Revenue from Contracts with Customers |
Years Ended December 31, |
||||||||||||
2024 |
2023 |
2022 |
||||||||||
(Amounts in thousands) |
||||||||||||
Data and Analytics Services Segment |
||||||||||||
Time-and-material |
$ | $ | $ | |||||||||
Fixed-price Contracts |
||||||||||||
Subtotal Data and Analytics Services |
$ |
$ |
$ |
|||||||||
IT Staffing Services Segment |
||||||||||||
Time-and-material |
$ | |
$ | |
$ | |
||||||
Fixed-price Contracts |
||||||||||||
Subtotal IT Staffing Services |
$ |
$ |
$ |
|||||||||
Total Revenues |
$ |
$ |
$ |
|||||||||
Years Ended December 31, |
||||||||||||
2024 |
2023 |
2022 |
||||||||||
(Amounts in thousands) |
||||||||||||
United States |
$ | |
$ | |
$ | |
||||||
Canada |
||||||||||||
India and Other |
||||||||||||
Total |
$ |
$ |
$ |
|||||||||
December 31, |
||||||||
2024 |
2023 |
|||||||
(Amounts in thousands) |
||||||||
Receivables from contracts, beginning of year |
$ | |
$ | |
||||
Receivables from contracts, end of year |
$ | $ | ||||||
Contract assets, beginning of year |
$ | $ | ||||||
Contract assets, end of year |
$ | $ | ||||||
Contract liabilities, beginning of year |
$ | $ | ||||||
Contract liabilities, end of year |
$ | $ | ||||||
3. |
Goodwill and Other Intangible Assets, net |
Years Ended December 31, |
||||||||||||
2024 |
2023 |
2022 |
||||||||||
(Amounts in thousands) |
||||||||||||
IT Staffing Services: |
||||||||||||
Beginning balance |
$ | |
$ | |
$ | |
||||||
Goodwill recorded |
||||||||||||
Impairment |
||||||||||||
Ending balance |
$ | $ | $ | |||||||||
Years Ended December 31, |
||||||||||||
2024 |
2023 |
2022 |
||||||||||
(Amounts in thousands) |
||||||||||||
Data and Analytics Services: |
||||||||||||
Beginning balance |
$ | |
$ | |
$ | |
||||||
Goodwill recorded |
||||||||||||
Impairment |
( |
) | ||||||||||
Ending balance |
$ | $ | $ | |||||||||
As of December 31, 2024 |
||||||||||||||||
(Amounts in thousands) |
Amortization Period (In Years) |
Gross Carrying Value |
Accumulative Amortization |
Net Carrying Value |
||||||||||||
IT Staffing Services: |
||||||||||||||||
Client relationships |
$ | $ | $ | |||||||||||||
Covenant-not-to-compete |
||||||||||||||||
Trade name |
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Data and Analytics Services: |
||||||||||||||||
Client relationships |
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Covenant-not-to-compete |
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Trade name |
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Technology |
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Total Intangible Assets |
$ | |
$ | |
$ | |
||||||||||
As of December 31, 2023 |
||||||||||||||||
(Amounts in thousands) |
Amortization Period (In Years) |
Gross Carrying Value |
Accumulative Amortization |
Net Carrying Value |
||||||||||||
IT Staffing Services: |
||||||||||||||||
Client relationships |
$ | $ | $ | |||||||||||||
Covenant-not-to-compete |
||||||||||||||||
Trade name |
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Data and Analytics Services: |
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Client relationships |
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Covenant-not-to-compete |
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Trade name |
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Technology |
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Total Intangible Assets |
$ | |
$ | |
$ | |
||||||||||
Years Ended December 31, |
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2025 |
2026 |
2027 |
2028 |
2029 |
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(Amounts in thousands) |
||||||||||||||||||||
Amortization expense |
$ | $ | $ | $ | $ | |||||||||||||||
4. |
Cash and Cash Equivalents |
5. |
Credit Facility |
6. |
Leases |
December 31, 2024 |
December 31, 2023 |
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(in thousands) |
||||||||
Assets: |
||||||||
Long-term operating lease right-of-use |
$ | |
$ | |
||||
Liabilities: |
||||||||
Short-term operating lease liability |
$ | $ | ||||||
Long-term operating lease liability |
||||||||
Total Liabilities |
$ | $ | ||||||
Amount as of December 31, 2024 |
||||
(in thousands) |
||||
2025 |
$ | |
||
2026 |
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2027 |
||||
2028 |
||||
2029 |
||||
Thereafter |
||||
Total |
$ | |||
Less: Imputed interest |
( |
) | ||
Present value of operating lease liabilities |
$ | |||
7. |
Long-Term Severance Liability |
8. |
Commitment and Contingencies |
9. |
Employee Benefit Plan |
10. |
Stock-Based Compensation |
Number of Options |
Weighted Average Exercise Price |
|||||||
| Outstanding at December 31, 2021 |
$ | |||||||
| Granted |
||||||||
| Exercised |
( |
) | ||||||
| Cancelled / forfeited |
( |
) | ||||||
| |
|
|||||||
| Outstanding at December 31, 2022 |
||||||||
| Granted |
||||||||
| Exercised |
||||||||
| Cancelled / forfeited |
( |
) | ||||||
| |
|
|||||||
| Outstanding at December 31, 2023 |
||||||||
| Granted |
||||||||
| Exercised |
( |
) | ||||||
| Cancelled / forfeited |
( |
) | ||||||
| |
|
|||||||
| Outstanding at December 31, 2024 |
$ |
|||||||
| |
|
|
|
|||||
| Range of Exercise Prices: |
Options Outstanding |
Weighted Average Remaining Contractual Life (in years) |
Weighted Average Exercise Price |
|||||||||
| $ |
$ | |||||||||||
| $ |
||||||||||||
| $ |
||||||||||||
| $ |
||||||||||||
| $ |
||||||||||||
| |
|
|||||||||||
$ |
||||||||||||
| |
|
|
|
|
|
|||||||
| Range of Exercise Prices: |
Options Exercisable |
Weighted Average Remaining Contractual Life (in years) |
Weighted Average Exercise Price |
|||||||||
| $ |
$ | |||||||||||
| $ |
||||||||||||
| $ |
||||||||||||
| $ |
||||||||||||
| $ |
||||||||||||
| |
|
|||||||||||
$ |
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| |
|
|
|
|
|
|||||||
Years Ended December 31, |
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2024 |
2023 |
2022 |
||||||||||
| Stock option grants: |
||||||||||||
| Weighted-average risk-free interest rate |
% | % | % | |||||||||
| Weighted-average dividend yield |
% | % | % | |||||||||
| Expected volatility |
% | % | % | |||||||||
| Expected term (in years) |
||||||||||||
| Weighted-average fair value |
$ | |
$ | |
$ | |
||||||
Years Ended December 31, |
||||||||||||
2024 |
2023 |
2022 |
||||||||||
Beginning outstanding balance |
||||||||||||
Awarded |
||||||||||||
Released |
( |
) | ( |
) | ( |
) | ||||||
Forfeited |
( |
) | — | — | ||||||||
Ending outstanding balance |
||||||||||||
11. |
Income Taxes |
Years Ended December 31, |
||||||||||||
2024 |
2023 |
2022 |
||||||||||
(Amounts in thousands) |
||||||||||||
Income (loss) before income taxes: |
||||||||||||
Domestic |
$ | $ | ( |
) | $ | |||||||
Foreign |
( |
) | ( |
) | ||||||||
Income (loss) before income taxes |
$ | $ | ( |
) | $ | |||||||
Years Ended December 31, |
||||||||||||
2024 |
2023 |
2022 |
||||||||||
(Amounts in thousands) |
||||||||||||
Current provision (benefit): |
||||||||||||
Federal |
$ | $ | ( |
) | $ | |||||||
State |
( |
) | ||||||||||
Foreign |
||||||||||||
Total current provision (benefit) |
( |
) | ||||||||||
Deferred provision (benefit): |
||||||||||||
Federal |
( |
) | ( |
) | ||||||||
State |
( |
) | ( |
) | ||||||||
Foreign |
( |
) | ( |
) | ||||||||
Total deferred provision (benefit) |
( |
) | ( |
) | ||||||||
Change in valuation allowance |
( |
) | ||||||||||
Total provision (benefit) for income taxes |
$ | $ | ( |
) | $ | |||||||
Years Ended December 31, |
||||||||||||||||||||||||
| (Amounts in thousands) |
2024 |
2023 |
2022 |
|||||||||||||||||||||
| Income taxes computed at the federal statutory rate |
$ | % | $ | ( |
) | ( |
%) | $ | % | |||||||||||||||
| State income taxes, net of federal tax benefit |
( |
) | ( |
) | ||||||||||||||||||||
| Shortfalls in expected tax benefits from stock options/RSUs |
||||||||||||||||||||||||
| Worthless stock deduction |
( |
) | ( |
) | ||||||||||||||||||||
| Difference in tax rate on foreign earnings/other |
( |
) | ( |
) | ||||||||||||||||||||
| Change in valuation allowance |
( |
) | ( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | % | $ | ( |
) | ( |
%) | $ | % | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At December 31, |
||||||||
2024 |
2023 |
|||||||
(Amounts in thousands) |
||||||||
| Deferred tax assets: |
||||||||
| Allowance for credit losses |
$ | $ | ||||||
| Accrued vacation and bonuses |
||||||||
| Stock-based compensation expense |
||||||||
| Acquisition-related transaction costs |
||||||||
| Severance liabilities |
||||||||
| Net operating losses |
||||||||
| Other |
||||||||
| |
|
|
|
|||||
| Total deferred tax assets |
||||||||
| |
|
|
|
|||||
| Deferred tax liabilities: |
||||||||
| Prepaid expenses |
||||||||
| Depreciation, intangibles and contingent consideration |
||||||||
| |
|
|
|
|||||
| Total deferred tax liabilities |
||||||||
| Valuation allowance |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Net deferred tax asset (liability) |
$ | $ | ||||||
| |
|
|
|
|||||
12. |
Shareholders’ Equity |
13. |
Earnings (Loss) per Share |
Years Ended December 31, |
||||||||||||
| (Amounts in thousands, except per share data) |
2024 |
2023 |
2022 |
|||||||||
| Weighted-average shares outstanding: |
||||||||||||
| Basic |
||||||||||||
| Stock options and restricted share units |
||||||||||||
| |
|
|
|
|
|
|||||||
| Diluted |
||||||||||||
| |
|
|
|
|
|
|||||||
Years Ended December 31, |
||||||||||||
| (Amounts in thousands, except per share data) |
2024 |
2023 |
2021 |
|||||||||
| Net income (loss) |
$ | $ | ( |
) | $ | |||||||
| Basic weighted-average shares outstanding |
||||||||||||
| |
|
|
|
|
|
|||||||
| Basic EPS |
$ | $ | ( |
) | $ | |||||||
| |
|
|
|
|
|
|||||||
Years Ended December 31, |
||||||||||||
(Amounts in thousands, except per share data) |
2024 |
2023 |
2022 |
|||||||||
Net income (loss) |
$ | $ | ( |
) | $ | |||||||
Basic weighted-average shares outstanding |
||||||||||||
Diluted EPS |
$ | $ | ( |
) | $ | |||||||
14. |
Other Comprehensive Income (Loss) |
Foreign Currency Translation Adjustments |
||||
(in thousands) |
||||
Balance at December 31, 2021 |
$ |
( |
) | |
(Loss) arising during the period |
( |
) | ||
Net other comprehensive income (loss) — year 2022 |
( |
) | ||
Balance at December 31, 2022 |
$ |
( |
) | |
(Loss) arising during the period |
( |
) | ||
Net other comprehensive income (loss) — year 2023 |
( |
) | ||
Balance at December 31, 2023 |
$ |
( |
) | |
(Loss) arising during the period |
( |
) | ||
Net other comprehensive income (loss) — year 2024 |
( |
) | ||
Balance at December 31, 2024 |
$ |
( |
) | |
15. |
Fair Value Measurements |
| • | Level 1 — Inputs are observable quoted prices (unadjusted) in active markets for identical assets and liabilities. |
| • | Level 2 — Inputs are observable, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are directly or indirectly observable in the marketplace. |
| • | Level 3 — Inputs are unobservable that are supported by little or no market activity. |
Fair Value as of December 31, 2023 |
||||||||||||||||
(Amounts in thousands) |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Goodwill |
$ | $ | $ | $ | ||||||||||||
16. |
Business Segments and Geographic Information |
Years Ended December 31, |
||||||||||||
2024 |
2023 |
2022 |
||||||||||
(Amounts in thousands) |
||||||||||||
Revenues: |
||||||||||||
Data and Analytics Services |
$ | $ | $ | |||||||||
IT Staffing Services |
||||||||||||
Total revenues |
$ | $ | $ | |||||||||
Cost of Revenues: |
||||||||||||
Data and Analytics Services |
$ | $ | $ | |||||||||
IT Staffing Services |
||||||||||||
Total cost of revenues |
$ | $ | $ | |||||||||
Years Ended December 31, |
||||||||||||
2024 |
2023 |
2022 |
||||||||||
(Amounts in thousands) |
||||||||||||
Gross Profit: |
||||||||||||
Data and Analytics Services |
$ | $ | $ | |||||||||
IT Staffing Services |
||||||||||||
Total gross profit |
$ | $ | $ | |||||||||
Gross Margin %: |
||||||||||||
Data and Analytics Services |
% | % | % | |||||||||
IT Staffing Services |
% | % | % | |||||||||
Total gross margin % |
% | % | % | |||||||||
Sales & Marketing Expenses: |
||||||||||||
Data and Analytics Services |
$ | $ | $ | |||||||||
IT Staffing Services |
||||||||||||
Total sales & marketing expenses |
$ | $ | $ | |||||||||
Operations Expenses: |
||||||||||||
Data and Analytics Services |
$ | $ | $ | |||||||||
IT Staffing Services |
||||||||||||
Total operations expenses |
$ | $ | $ | |||||||||
General & Administrative Expenses: |
||||||||||||
Data and Analytics Services |
$ | $ | $ | |||||||||
IT Staffing Services |
||||||||||||
Total general & administrative expenses |
$ | $ | $ | |||||||||
Segment operating income (loss): |
||||||||||||
Data and Analytics Services |
$ | $ | ( |
) | $ | |||||||
IT Staffing Services |
||||||||||||
Subtotal |
||||||||||||
Unallocated Costs: |
||||||||||||
Amortization of acquired intangible assets |
( |
) | ( |
) | ( |
) | ||||||
Goodwill impairment |
( |
) | ||||||||||
Employment-related claim, net of recoveries |
( |
) | ||||||||||
Severance expense |
( |
) | ( |
) | ( |
) | ||||||
Cybersecurity breach |
( |
) | ||||||||||
Interest income (expense), FX gains/losses and other, net |
||||||||||||
Income (loss) before income taxes |
$ | $ | ( |
) | $ | |||||||
Total Assets |
Depreciation & Amortization |
Capital Expenditures |
||||||||||||||||||||||||||||||||||
(Amounts in thousands) |
2024 |
2023 |
2022 |
2024 |
2023 |
2022 |
2024 |
2023 |
2022 |
|||||||||||||||||||||||||||
Data and Analytics Services |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
IT Staffing Services |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Revenues |
Equipment, Enterprise Software and Leasehold Improvements, net |
|||||||||||||||||||||||
Amounts in thousands |
2024 |
2023 |
2022 |
2024 |
2023 |
2022 |
||||||||||||||||||
United States |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Canada |
||||||||||||||||||||||||
India and Other |
||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
17. |
Subsequent Event |
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. |
CONTROLS AND PROCEDURES |
ITEM 9B. |
OTHER INFORMATION |
ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
ITEM 11. |
EXECUTIVE COMPENSATION |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
Balance at beginning of period |
Charged to expense (credited) |
Recoveries/ (Write- offs) |
Balance at end of period |
|||||||||||||
Allowance for Credit Losses: |
||||||||||||||||
Year ended December 31, 2024 |
$ | 528 | $ | (217 | ) | $ | — | $ | 311 | |||||||
Year ended December 31, 2023 |
444 | (30 | ) | 114 | 528 | |||||||||||
Year ended December 31, 2022 |
375 | 50 | 19 | 444 | ||||||||||||
| † | Designates the Company’s management contracts or compensation plans or arrangements for its executive officers. |
| * | XBRL (eXtensible Business Reporting Language) information is furnished and not filed herewith. |
| MASTECH DIGITAL, INC. |
/s/ N IRAV PATEL |
Nirav Patel President and Chief Executive Officer |
/s/ N IRAV PATEL |
Nirav Patel President, Chief Executive Officer and Director (Principal Executive Officer) |
/s/ J OHN J. CRONIN , JR . |
John J. Cronin, Jr. Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
/s/ S UNIL WADHWANI |
Sunil Wadhwani Co-Chairman of the Board of Directors, and Director |
/s/ A SHOK TRIVEDI |
Ashok Trivedi Co-Chairman of the Board of Directors, and Director |
/s/ A RUN NAYAR |
Arun Nayar Director |
/s/ S RINIVAS KANDULA |
Srinivas Kandula Director |
/s/ V LADIMIR RAK |
Vladimir Rak Director |
/s/ B ONNIE K. SMITH |
Bonnie K. Smith Director |
Exhibit 10.14
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
THIS CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (“Release”) is made and entered into by and among Mastech Digital, Inc., Mastech Digital Technologies, Inc., and the subsidiaries and affiliates of each (collectively, the “Company”), and Vivek Gupta (“Executive”).
WHEREAS, the Company and Executive wish to resolve any and all matters between them relating to Executive’s employment and termination from employment;
NOW, THEREFORE, in consideration of the mutual undertakings set forth below, this Release will resolve, finally and completely, any and all possible claims and disputes between the Company and Executive arising from such employment and the termination of that employment and, accordingly, the Company and Executive, each intending to be legally bound, hereby agree as follows:
1. Executive’s employment with the Company terminated on February 28, 2025, (the “Termination Date”) without Cause, as defined in the Fifth Amended and Restated Employment Agreement signed on March 8, 2024, by Executive and the Company (the “Employment Agreement”).
2. (a) Except as provided in Paragraph 2(b) below, Executive shall have no further right to any salary, bonus or Executive benefits provided by the Company or any other Executive benefit plans of the Company. Executive agrees that the provisions of this Release and the payments under this Release do not extend Executive’s service or increase any amounts due him under the benefit plans of the Company.
(b) In exchange for execution of this Release within sixty (60) days following the Termination Date, without revocation and pursuant to the terms of Executive’s Employment Agreement, Executive shall be entitled to:
(i) Twenty-four (24) months of Executive’s current monthly base salary, less appropriate deductions, divided into equal installments and paid on the Company’s regular payroll dates over a period of twenty-four (24) months commencing on the Severance Payment Commencement Date (as defined below), and any Severance Payment amounts that would otherwise have been paid prior to the Severance Payment Commencement Date shall be paid on the Severance Payment Commencement Date, and the remaining installments paid on succeeding regular payroll dates during such twenty-four (24) month period until paid in full;
(ii) Two times (2x) Executive’s annual performance-based cash bonus target for the year 2024, less appropriate deductions, (A) one-half of which is payable on the later of (x) the sixtieth (60th) day following the Termination Date and (y) the Severance Payment Commencement Date (as defined below), and (B) the second-half of which is payable on the sixtieth (60th) day following the first anniversary of the Termination Date (the payments under this paragraph (ii) and the payments under paragraph (i) above being referred to in the aggregate as the “Severance Payments”);
1
(iii) If Executive timely elects continued health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued coverage under Company’s medical benefit plan after the Termination Date for Executive and his eligible dependents under Company’s group health plans in accordance with and for as long as required under COBRA requirements (subject to payment of the applicable cost for such coverage as may be required by Company in accordance with COBRA). For any period COBRA coverage under Company’s group health plans is in effect for Executive and/or Executive’s qualified beneficiaries from the Termination Date until eighteen (18) months from the Termination Date, the Company shall pay, directly to the benefits provider, an amount equal to the excess of the Executive’s cost for COBRA coverage over the cost Executive would have paid for group health plan coverage as an active Executive of the Company. For avoidance of doubt, whether or not Executive signs this Release, Executive will separately receive information about continuing health coverage under COBRA, which Executive can do at Executive’s sole expense;
(iv) For a period of twelve (12) months following the Termination Date, continued vesting of unvested stock options outstanding as of such Termination Date and granted under Company’s Stock Incentive Plan, or any successor thereto; and
(v) The exercise period for a vested Option, including those which vest pursuant to subpart (iv) above, will be extended for a period of eighteen (18) months after completion of all vesting, but not later than the earlier of (A) the original expiration date of such Option; or (B) ten (10) years from the date of grant.
(vi) Payment of two-twelfths of Executive’s annual target bonus for the year 2025, less appropriate deductions, payable on the sixtieth (60th) day following the Termination Date. It is understood and agreed that this payment is in lieu of any bonus Executive would otherwise be entitled to for employment in 2025.
(c) Except as set forth in paragraph (2)(b)(iii) above, the Severance Payments will commence or be made, as applicable, on the first reasonably practicable Company payroll date after the Release becomes effective (such commencement or payment date being referred to as the “Severance Payment Commencement Date”).
(d) Included as part of Executive’s final salary payment is a lump sum payment equal to the amount of accrued and unused vacation that Executive is entitled to receive under the Company’s existing policies. Upon the termination of his employment, Executive will receive payment for accrued and unused vacation and personal days regardless of execution of the Release.
(e) If any payment or distribution by Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement or the lapse or termination of any restriction on or the vesting or exercisability of any payment or benefit (each a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law (such tax or taxes are hereafter collectively referred to as the “Excise Tax”), then the aggregate amount of Payments payable to Executive shall be reduced to the aggregate
2
amount of Payments that may be made to Executive without incurring an excise tax (the “Safe-Harbor Amount”) in accordance with the immediately following sentence; provided that such reduction shall only be imposed if the aggregate after-tax value of the Payments retained by Executive (after giving effect to such reduction) is equal to or greater than the aggregate after-tax value (after giving effect to the Excise Tax) of the Payments to Executive without any such reduction. Any such reduction shall be made in the following order: (i) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced.
The determinations to be made with respect to this subpart (e) shall be made by Company’s independent accountants, which shall be paid by Company for the services to be provided hereunder. For purposes of making the calculations required by this Paragraph, the accountants may make reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 and make reasonable assumptions regarding Executive’s marginal tax rate in effect for such parachute payments, including the effect of the deductibility of state and local taxes on such marginal tax rate. Executive and Company shall furnish to accountants such information and documents as the accountants may reasonably request in order to make a determination under this Paragraph.
Company and Executive agree and acknowledge that the foregoing amounts and benefits exceed any payments to which Executive might otherwise be entitled under existing Company policies or practices in the absence of execution of this Release.
3. This Release shall not constitute or be construed as an admission of any liability or wrongdoing by the Company. Executive expressly understands and agrees that by entering into this Release, Company in no way is admitting to having violated any of Executive’s rights or to having violated any of the duties or obligations owed Executive or to having engaged in any conduct in violation of the law. Company, in fact, affirmatively states that it treated Executive in full accord with the law at all times. Further, Executive understands and agrees that the Company will not be obligated in any way to provide him with future employment and Executive agrees not to seek any such employment or reemployment.
4. Executive, on behalf of himself, his heirs, representatives, estates, dependents, executors, administrators, successors and assigns, hereby voluntarily, expressly, irrevocably and unconditionally releases and forever discharges the Company, and its and their, subsidiaries, related companies, predecessors, affiliates, successors and assigns, and its and their respective benefits plans, and their past, present and future officers, directors, trustees, administrators, agents, attorneys, employees, and representatives, as well as the heirs, successors or assigns of any of such persons or such entities (severally and collectively called “Releasees”), jointly and individually, from any and all manner of suits, actions, causes of action, demands, damages and claims, known and unknown, that Executive has or ever had or which he may have against any of the Releasees for any acts, practices or events up to and including the date he executes this Release, and the continuing effects thereof, it being the intention of Executive to effect a general release of all such claims. By executing this Release, Executive understands that he is releasing any and all claims under any possible legal, equitable, contract, tort or statutory theory, including but not limited to: (i) any and all claims arising from or relating to Executive’s employment with
3
the Company and/or his termination from employment with the Company including, but not limited to, any and all claims for breach of the Company’s policies, rules, regulations, or handbooks or for breach of express or implied contracts or express or implied covenants of good faith, and any and all claims for wrongful discharge, defamation, slander, invasion of privacy, violation of public policy, retaliation, intentional or negligent infliction of emotional distress or any other personal injury; (ii) any and all claims for back pay, front pay, or for any kind of compensatory, special or consequential damages, punitive or liquidated damages, attorneys’ fees, costs, disbursements or expenses of any kind whatsoever; (iii) any and all claims arising under federal, state, or local constitutions, laws, rules, regulations or common law prohibiting employment discrimination based upon age, race, color, sex, religion, handicap or disability, national origin or any other protected category or characteristic, including, but not limited to, any and all claims arising under the Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Pennsylvania Human Rights Act, the Americans With Disabilities Act, the Civil Rights Acts of 1866 and 1871, the Pregnancy Discrimination Act, Section 1981, the Family and Medical Leave Act, the Executive Retirement Income Security Act of 1974 and/or under any other federal, state, or local human rights, civil rights, or employment discrimination statutes, ordinances, rules or regulations; and (iv) any and all other claims of any kind whatsoever that Executive has or may have against Releasees up to and including the Date he executes this Release. Notwithstanding anything in this Release to the contrary, Executive is not waiving any rights that, under the law, cannot be waived (including any rights to challenge the validity of this Release).
5. Executive specifically releases all Releasees from any and all claims or causes of action for the fees, costs, expenses and interest of any and all attorneys who have at any time or are now representing Executive in connection with this Release and/or in connection with any matters released in this Release.
6. Executive acknowledges that he has been given the opportunity to consider this Release for at least twenty-one (21) days, which is a reasonable period of time, and that he has been advised to consult with an attorney prior to signing this Release. Executive further acknowledges that he has had a full and fair opportunity to confer with an attorney, that he has carefully read and fully understands all of the provisions of the Release, and that he has executed it of his own free will, act and deed without coercion and with knowledge of the nature and consequences thereof. If Executive executes this Release in less than twenty-one (21) days, he acknowledges that he has thereby waived his right to the full twenty-one (21) day period. For a period of seven (7) calendar days following the execution of this Release, Executive may revoke this Release by delivery of a written notice revoking the same within that seven (7) day period to the Company at Mastech InfoTrellis, Inc., 1305 Cherrington Parkway, Bldg. 210, Suite 400, Moon Township, PA 15108, Attention: Jenna Ford Lacey. This Release shall not become effective or enforceable until said seven (7) day revocation period has expired. The date of expiration of such revocation period is referred to herein as the Effective Date. Company shall have no obligation to pay any sums under paragraph 2(b) of this Release until eight (8) days after receipt of a fully executed copy of the Release.
7. Executive acknowledges that he was provided with, received, used and was exposed to confidential proprietary information and trade secrets relating to the Company (hereinafter referred to as “Trade Secrets and/or Confidential Information”). Executive agrees that the Company has a substantial business interest in the protection of its Trade Secrets and/or Confidential Information from disclosure and/or misuse and that the Company has a substantial business interest in the covenants set forth below. Executive, therefore, covenants and
4
agrees that he shall not, without the written consent of a duly authorized executive officer of the Company, directly or indirectly use, disclose or disseminate to any other person, organization or entity or otherwise employ any Trade Secrets and/or Confidential Information of the Company for so long as the pertinent information or documentation remain Trade Secrets and/or Confidential Information; provided, however, that for purposes of this Release, Trade Secrets and/or Confidential Information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by Executive) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Company. Executive acknowledges and agrees that the ascertainment of damages in the event of his breach or violation of the restrictions set forth in Paragraph 7 of this Release would be difficult, if not impossible, and further that the various rights and duties created hereunder are extraordinary and unique so that upon breach by Executive of the duties and obligations provided hereunder, the Company will suffer irreparable injury for which it will have no meaningful remedy in law. Executive therefore agrees that, in addition to and without limiting any other remedy or right it may have, the Company shall be entitled to injunctive relief in order to enforce the provisions hereof.
8. Executive hereby confirms that he has returned to the Company all Company-issued credit cards and keys as well as computer software, files, manuals, letters, notes, records, drawings, notebooks, reports and any other documents and tangible items owned by the Company or which Executive obtained, prepared or acquired while he was employed with the Company or used or maintained in connection with conducting business for or on behalf of the Company, expressly including documents and tangible items containing confidential information about the Company, whether maintained at Executive’s office, his home or any other location. Notwithstanding, it is agreed the Executive may retain the laptop computer issued to him by the Company. Executive may maintain copies of emails that are reasonably necessary for monitoring ongoing legal obligations. Such information includes information in all forms, including electronic form. Executive will not disclose or make any further use, directly or indirectly, of any such Company information.
9. Executive agrees and acknowledges that there are no outstanding expense reimbursements due to him.
10. a. Except as otherwise required by law, each party agrees to refrain from directly or indirectly engaging in publicity or any other action or activity which reflects adversely upon the other party hereto or, as applicable, such other party’s Board of Directors, officers, agents and business, including any successor or affiliate.
b. Except as otherwise required by law, Executive agrees to keep confidential and not disclose the terms of this Release to any person, with the exception of his spouse, attorneys or tax professionals consulted by Executive to understand he interpretation, application, or legal or financial effect of this Release or to implement any portion of it with those persons to pledge to strictly maintain such confidentiality before Executive shares such information with them.
11. If any of the provisions of this Release are determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Release shall be unaffected thereby and shall remain in full force to the fullest extent permitted by law.
5
12. Executive and the Company agree that the language of all parts of this Release shall in all cases be construed as a whole, according to the fair meaning, and not strictly for or against any party.
13. Executive and the Company understand, covenant and agree that the terms and conditions of this Release constitute the full and complete understandings, agreements and arrangements of the parties with respect to the subject matter hereto. Executive and the Company understand, covenant and agree that the post-termination obligations in the Employment Agreement shall continue post-employment and in full force and effect, and are incorporated herein by reference.
14. This Release shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law principles. This Release shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, successors and permitted assigns. It shall not be construed against either party.
15. Executive shall make no assignment of any released claims, and he hereby warrants that no such assignment has been made.
16. Subject to such party’s legally protected rights to communicate with governmental bodies and agencies and to engage in any legally protected activity under any applicable law, each party hereto agrees not to make any verbal or written disparaging statements concerning the other party hereto or, as applicable, such other party’s employees, officers, directors, services, products, business relationships, operations or reputation. This non-disparagement obligation expressly includes statements made on the internet (including, but not limited to, social networking websites such as Facebook, X, and LinkedIn) and statements made under a pseudonym.
IN WITNESS WHEREOF, the undersigned parties, having read this Confidential Separation Agreement and General Release, and intending to be legally bound thereby, have caused this Confidential Separation Agreement and General Release to be executed as of the date set forth below.
| EXECUTIVE: | ||||||
| DATED: 2/28/25 | By: | /s/ Vivek Gupta | ||||
| Vivek Gupta | ||||||
| MASTECH DIGITAL, INC.: | ||||||
| DATED: February 28, 2025 | By: | /s/ Jenna Ford Lacey | ||||
| Name: Jenna Ford Lacey | ||||||
| Title: General Counsel | ||||||
| MASTECH DIGITAL TECHNOLOGIES, INC.: | ||||||
| DATED: February 28, 2025 | By: | /s/ Jenna Ford Lacey | ||||
| Name: Jenna Ford Lacey | ||||||
| Title: General Counsel | ||||||
6
Exhibit 10.21
SUMMARY OF DIRECTOR COMPENSATION ARRANGEMENTS
Independent non-employee directors of Mastech Digital, Inc. (the “Company”) will receive an annual retainer fee of $75,000 in 2025, the Chair of the Audit Committee will receive an additional annual retainer fee of $15,000 in 2025; the Chair of the Compensation Committee will receive an additional annual retainer fee of $10,000 in 2025; and the Chair of the Nominating Committee will receive an additional annual retainer fee of $5,000. In addition, independent non-employee directors of the Company are eligible to participate in the Company’s Stock Incentive Plan, as amended and restated (the “Stock Incentive Restated Plan”). On January 30, 2025, our independent non-employee directors each received a restricted share grant under the Stock Incentive Plan of 5,535 restricted shares, which shares vest over a one-year period. Additionally, our Independent non-employee directors receive retainer and meeting fees for their service on any ad hoc special committees that are established from time to time.
Non-independent directors of the Company will not receive any compensation for their service as directors of the Company.
All of the Company’s directors are reimbursed for reasonable travel expenses incurred in connection with attending Board of Directors and committee meetings.
Exhibit 19.1
MASTECH DIGITAL, INC. INSIDER TRADING POLICY
Mastech Digital, Inc.
Insider Trading Policy
Introduction:
Mastech Digital, Inc. and its operating subsidiaries (collectively, the “Company” or “Mastech Digital”) have adopted this Insider Trading Policy (the “Policy”) to promote compliance with applicable securities laws by its directors, officers and employees (“Company Persons”). This Policy is applicable to all Company Persons. Questions regarding this Policy should be directed to the Company’s Manager of Legal Affairs.
Policy:
No Company Persons may trade Mastech Digital securities, unless the employee is sure that he or she does not possess material inside information. No Company Persons may disclose such information to others who might use it for trading or might pass it along to others who might trade.
Similarly, Company Persons may not trade in securities of any other company unless they are sure that they do not possess any material inside information about the company which they obtained in the course of their employment with Mastech Digital, such as information about a major contract, a merger or divestiture.
To avoid even the appearance of impropriety, additional restrictions on trading Mastech Digital securities apply to directors, officers and designated insiders as described below.
Definitions:
Securities:
Securities include common stock and derivative securities, such as put and call options, as well as preferred stock, bonds and notes.
Trading:
Trading includes buying or selling, as well as writing options.
Material Information:
Material information is any information that a reasonable investor would consider important in a decision to buy, sell or hold a security. Any information that could reasonably be expected to affect the price of the securities is likely to be considered material. Material information can be positive or negative and can relate to virtually any aspect of a company’s business. Examples of material information include unexpected financial results, proposed mergers and acquisitions, sale of major assets, changes in dividend policies as well as important business developments.
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Inside Information:
Inside information refers to information that has not yet become publicly available. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors through the media. Even after a public announcement of material information is made, a reasonable period of time must elapse in order for the market to react to the information before such information is no longer considered inside information. Generally two (2) full trading days following an announcement is considered a reasonable waiting period before such information is deemed to be public.
Guidelines:
Non-disclosure of Material Inside Information:
Material inside information must not be disclosed to anyone, except to persons within the Company or third party agents of the Company whose position requires them to know it, until such information has been publicly released by the Company.
Prohibition on Trading in Company Securities:
No Company Persons may buy or sell, or recommend that another person buy or sell, Company securities when he or she has knowledge of material information concerning the Company that has not been disclosed to the public.
Short Sales are Prohibited:
Short sales of Mastech Digital securities (a sale of securities which are not then owned), including a “sale against the box” (a sale with delayed delivery) are prohibited.
Use of Standing Orders:
Standing orders for Mastech Digital securities should be used only for a very brief period of time. The issue with buying and selling securities from standing instructions to a broker is that there is no control over the timing of the transaction. Thus, the broker could execute a transaction when you are in possession of material inside information.
Additional Restrictions and Requirements for Directors, Officers and Designated Insiders:
These additional restrictions and requirements detailed below apply to the Company’s directors, executive officers and employees who have been designated as insiders and listed on Schedule A. All of these individuals are referred to as “Insiders”.
Trading Window:
In addition to being subject to all of the other provisions of this Policy, Insiders may only buy or sell Company securities in the public market during specific quarterly “window periods”. The window period for a fiscal quarter begins at the start of business on the second Trading Day following the date of the Company’s release of its quarterly earnings and ends at the start of business on the day that is twenty-one (21) calendar days before the end of the next fiscal quarter.
The Company may, from time to time, impose trading blackouts during window periods, upon notice to those insiders affected. Typically, this will occur when there are non-public developments that would be considered material for insider trading law purposes.
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Pre-Clearance of Stock Transactions:
Insiders must contact Jennifer Lacey (the “Company’s Compliance Officer”) before buying or selling any Company securities. While the exercise of options and the purchase of shares granted under the Company’s benefit plans will not be considered to be a “purchase” for these purposes, the sale or other transfer of any shares received upon the exercise of options or shares you have purchased or received pursuant to the Company’s benefit plans is considered to be a “sale” and must be pre-cleared. . If the Company is aware of circumstances that might subject an Insider to a charge of trading on the basis of material non-public information, the Company will recommend the suspension of such trading.
Filing Section 16 Filings:
Some Insiders, as indicated in Schedule A, are obligated to file Section 16 reports when they engage in transactions involving Mastech Digital securities. The Company’s Compliance Officer will assist in preparing and filing these Forms 3, 4, and 5; however, timely filing is the individual responsibility of the reporting person. Because Form 4 filings are required within two (2) business days after a change in beneficial ownership, the Company recommends that all insiders subject to Section 16 filings execute powers of attorney enabling our attorneys, Blank Rome, to sign these Forms on their behalf.
Certifications:
All Insiders of the Company must certify their understanding of, and intent to comply with this Policy. Should your name appear on Schedule A below, it is important that you execute the enclosed certification and return it to the Company’s Compliance Officer.
REPORTING CONTACTS
Manager of Legal Affairs and Compliance Officer:
Jennifer Ford Lacey
1305 Cherrington Parkway
Bldg, 210, Suite 400
Moon Township, PA 15108
412-490-9606
jennifer.lacey@mastech digital.com
Penalties for Non-Compliance:
The following penalties apply under the United States Securities and Exchange Commission (the “SEC”) Rule 10b-5, which prohibits trading on material inside information: imprisonment for up to 20 years; criminal fines of up to $5 million; civil penalties of up to three (3) times the profits gained or losses avoided; prejudgment interest; and private party damages.
Company Persons who violate this Policy shall also be subject to disciplinary action imposed by the Company, up to and including termination of employment.
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Listing of Mastech Digital “Insiders”
SCHEDULE A
| Name |
Position |
Subject to Section 16 | ||||
| Sunil Wadhwani |
Director, Co-Chairman |
|
Yes | |||
| Ashok Trivedi |
Director, Co-Chairman |
Yes | ||||
| Srinivas Kandula |
Director |
Yes | ||||
| Arun Nayar |
Director |
Yes | ||||
| Vladimir Rak |
Director |
Yes | ||||
| Bonnie K. Smith |
Director |
Yes | ||||
| Nirav Patel |
Director, CEO |
Yes | ||||
| John Cronin |
Officer |
Yes | ||||
| Jennifer Lacey |
Exec. VP & General Counsel |
No | ||||
| Vishwanath Shetty |
Exec. VP & Head, HR |
No | ||||
| Philippe Bourdon |
VP of Technology & CIO |
No | ||||
| Joel Fernandes |
VP of Strategic Finance |
No | ||||
| Amit Bansal |
VP and Corporate Controller |
No | ||||
| Michael Bryan |
Exec. Vice President – EBU Sales |
No | ||||
| Shipra Sharma |
Senior Vice President, PBU Sales |
No | ||||
| Babu Venkatachalapathy |
Vice President, OBU Sales |
No | ||||
| Paul Nedzesky |
Controller |
No | ||||
| Michelle White |
Divisional Controller |
No | ||||
| Michael Gibson |
Divisional Controller |
No | ||||
| Kishalay Gangopadhyay |
Vice President, Operations |
No | ||||
| Jacob Samuel |
Sr. Vice President – Integrated Delivery |
No | ||||
| Lavanya Ramkumar |
VP & Deputy Director, India |
No | ||||
| Rayson Ho |
Director, CX Client Success |
No | ||||
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CERTIFICATIONS
I certify that:
1. I have read and understand the Company’s Insider Trading Policy. I understand that the Insider Trading Compliance Officer is available to answer any questions I have regarding this Policy.
2. I understand that I have been designated as an Insider and I am subject to the additional restrictions and requirements as set forth in the Policy.
3. I will continue to comply with the Insider Trading Policy for as long as I am subject to the Policy. I further understand that my removal as a designated insider must be approved in writing by the Compliance Officer.
| Signature: |
| |
| Date: |
| |
| Print Name: |
| |
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Exhibit 21.1
SUBSIDIARIES
| Incorporation/Organization |
Jurisdiction of | |
| Mastech Digital Technologies, Inc. | Pennsylvania | |
| Mastech Digital Alliances, Inc. | Pennsylvania | |
| Mastech Digital Resourcing, Inc. | Pennsylvania | |
| Mastech Digital Services, Inc. | Pennsylvania | |
| Mastech Digital Consulting, Inc. | Pennsylvania | |
| Mastech Digital Solutions, Inc. | Pennsylvania | |
| Mastech Digital InfoTech, Inc. | Pennsylvania | |
| Mastech Digital Systems, Inc. | Pennsylvania | |
| Mastech Digital Data, Inc. | Delaware | |
| Mastech Digital Pvt, Ltd. | India | |
| Mastech InfoTrellis, Inc. | Delaware | |
| Mastech InfoTrellis Digital, Ltd. | Canada | |
| InfoTrellis India Pvt, Ltd. | India | |
| Mastech InfoTrellis, Ltd. | England & Wales | |
| Mastech InfoTrellis Limited | Ireland | |
| Mastech Digital Infotech Pvt, Ltd. | India |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Mastech Digital, Inc.
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-153759, 333-212413, 333-228808 and 333-240172) of Mastech Digital, Inc. of our report dated March 14, 2025, relating to the consolidated financial statements and financial statement schedule, which appear in this Annual Report on Form 10-K.
| /s/ UHY LLP |
| Farmington Hills, Michigan |
| March 14, 2025 |
Exhibit 31.1
I, Nirav Patel, certify that:
1. I have reviewed this Annual Report on Form 10-K of Mastech Digital, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| MASTECH DIGITAL, INC. | ||||||
| Date: March 14, 2025 | /s/ NIRAV PATEL | |||||
| Nirav Patel | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 31.2
I, John J. Cronin, Jr., certify that:
1. I have reviewed this Annual Report on Form 10-K of Mastech Digital, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| MASTECH DIGITAL, INC. | ||||||
| Date: March 14, 2025 | /s/ JOHN J. CRONIN, JR. | |||||
| John J. Cronin, Jr. | ||||||
| Chief Financial Officer | ||||||
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002
In connection with the Annual Report of Mastech Digital, Inc. (the “Company”) on Form 10-K for the year ending December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nirav Patel, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 14, 2025
| /s/ NIRAV PATEL |
| Nirav Patel President and Chief Executive Officer |
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002
In connection with the Annual Report of Mastech Digital, Inc. (the “Company”) on Form 10-K for the year ending December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John J. Cronin Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 14, 2025
| /s/ JOHN J. CRONIN, JR. |
| John J. Cronin Jr. Chief Financial Officer |