MHH 10-K & 10-Q changes, risk factors and insider trading
Mastech Digital, Inc. · NYSE · Services-Management Consulting Services · CIK 1437226 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “U.S. federal policy changes may adversely affect our business.”
New heading “Pandemics, epidemics or other outbreaks of diseases have had and may in the future have a material adverse impact upon our business, liquidity, results of operations and financial condition.”
New heading “Climate change, extreme weather and risks arising from the transition to a lower-carbon economy may impact our business.”
New heading “Our use of artificial intelligence ("AI") technologies may not be successful and may present business, financial, legal and reputational risk.”
Removed heading “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.”
Removed heading “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.”
Removed heading “Negative economic or business conditions brought on by a global health pandemic, epidemic or outbreak may adversely affect demand for our services.”
Removed heading “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.”
Removed heading “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.”
Largest changes
“Pandemics, epidemics or other outbreaks of diseases have had and may in the future have a material adverse impact upon our business, liquidity, results of operations and financial condition.”see in full comparison
“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. …”see in full comparison
“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.”see in full comparison
“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.”see in full comparison
“Negative economic or business conditions brought on by a global health pandemic, epidemic or outbreak may adversely affect demand for our services.”see in full comparison
“Our use of artificial intelligence ("AI") technologies may not be successful and may present business, financial, legal and reputational risk.”see in full comparison
Full comparison: every changed paragraph (88)
Lack of success in recruitment and retention of IT and data and analytics professionals may decrease our revenuesrevenues, impair our ability to service clients and pursue opportunities in the market 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.condition, and could also result in us being unable to meet the demand for our services and materialize opportunities in the market. 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”) or setting up Global Capability Centers (GCC's) continues.
Within our IT Staffing Services segment, many large users of staffing services are employing MSP’s or have started utilizing GCC's outside the United States, to manage their contractor expenses in an effort to drive down overall costs. MSP clients that have their own GCC's represented approximately 36%30% of our IT Staffing Services Segment’s 20242025 revenues and increased marginally in recent years.revenues. The general impact of this shift towards the MSP and GCC model has been to lower our gross margins.margins Shouldand thiscreate trenddelivery towardsinefficiencies. utilizingThis theshift MSPhas modelalso continue, it is likely thataffected our grossclient marginssatisfaction willand beretention, pressuredresulted in thea future. In addition, if large usersloss of staffingbusiness services continue to employ MSPs, the relationship between usopportunities 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 reducesdelayed our directramp-up contactof withGCC the end-user.operations.
Should this trend towards utilizing the MSP and GCC model continue, it is likely that our gross margins will be further pressured in the future. In addition, if large users of staffing services continue to employ MSPs or set up their own GCCs, the relationship between us and those large users may be primarily conducted through MSPs and/or GCC, in which case we may have difficulty maintaining those client relationships because the MSP and GCC model uses the MSP or GCC as an intermediary between the staffing service provider and the end-user, and reduces our direct contact with the end-user.
unexpected changes in regulatory environments;
foreign currency fluctuations;
tariffs and other trade barriers;
difficulties in managing international operations; and the burden of complying with a wide variety of foreign laws and regulations.
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, our client's evaluation of our work progress, the availability and / rescheduling of our client's allocation budgets, the number of working days in a quarter, employee hiring and attrition, and utilization rates during the quarter.
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.
We have mademay in the past,future and may make in the future,complete, acquisitions whichthat 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.
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.
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.
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, 2024,2025, approximately 54%58% of our revenues were derived from our top ten clients and approximately 49%54% of revenues came from financial services clients. Consequently, if our clients reduce or postpone their spending significantly, this may lower the demand for our servicesservices, cause operational disruptions and workforce underutilization, impact delivery efficiency, reduce our pricing leverage and bargaining power in future engagements and create negative investor perception. A reduction or postponement in spending by our clients may also reduce our ability to invest in growth and innovation, impact our long-term market relevance 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.
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.
create, incur or assume liens;
make investments and loans;
create, incur, assume or guarantee additional indebtedness;
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.
A significant number of organizations isare attemptingchoosing 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.
In the past years, certainCertain of our existing and potential customers have 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.
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.U.S, India 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.
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.
WeIn incurredthe anordinary expense chargecourse of $450,000our 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 2022our relateddata center and on our networks. The secure processing, maintenance and transmission of this information is critical to thisour event,operations whichand includedbusiness thestrategy. costOur hybrid work-from-home business model may heighten risks of engagingsecurity external advisors.breaches. While we have implemented security measures to address risks of security breaches and adopted certain remedialnetwork measuresstrengthening as a result of this incident,measures, 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 maintain cyber risk insurance, but this insurance may not be sufficient to cover all of our losses from any breaches of our networks.
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.
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.
Physical risk from climate change;
Regulatory risks and opportunities related to existing or proposed greenhouse gas (“GHG”) emissions limits;
Indirect regulatory risks and opportunities related to products or services from high emitting companies; and Litigation risks for emitters of greenhouse gases.
WeOur aresuccess highlyis dependent in large part, on our managementability teamto attract and expectdevelop thatfuture leaders, and keep our successsenior will depend largely upon their efforts, expertiseleadership and abilities.key Overoperating employees motivated and aligned with our strategic vision. We must also continue to maintain a senior leadership that, among other things, is effective in executing on our strategic goals and materializing opportunities to grow our service capabilities. The loss of senior executives, or the lastfailure severalto years,attract, weintegrate haveand experiencedretain turnovernew insenior executives to meet the leadershipneeds of our businesses,business and the loss of the services of any of our key executives for any reason, could have a material adverse effect on our business.business and results of operations. 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.
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 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, or there are changes to the rules regarding the existing H1-B visa program, there could be elements of the new/revised H1-B visa program that may not be advantageous to our business model thusand could adversely impactingimpact our business, operating results or financial condition.
Immigration change continuesand the enforcement of immigration laws continue 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.
U.S. federal policy changes may adversely affect our business.
Changes in U.S. federal fiscal, tax, trade, immigration, healthcare, and regulatory policies—whether resulting from legislative action, executive action, or administrative rulemaking—could affect the U.S. and global economy and create uncertainty for our customers and end markets. Such changes may influence corporate spending and hiring decisions, inflation and interest rates, international trade conditions, and regulatory compliance requirements, any of which could reduce demand for our services or increase our operating costs.
Federal policy priorities and implementation can change over time, and the timing and scope of future policy actions are difficult to predict. As a result, we may be required to adapt our business practices, incur additional compliance costs, or experience changes in client demand. We cannot predict the ultimate impact of future policy changes on our business or whether such changes will benefit or adversely affect our results of operations and financial condition.
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.
Management's Discussion & Analysis (MD&A)
New heading “(1) Gross margin differences between the supplemental segment and consolidated results primarily reflect non-allocated severance expense of $0.3 million recorded in cost of goods sold during the third quarter of 2025.”
New heading “2025 Compared to 2024”
Removed heading “2023 Compared to 2022”
Removed heading “2022 Cybersecurity Breach”
Largest changes
“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. …”see in full comparison
“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. …”see in full comparison
“(1) Gross margin differences between the supplemental segment and consolidated results primarily reflect non-allocated severance expense of $0.3 million recorded in cost of goods sold during the third quarter of 2025.”see in full comparison
“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.”see in full comparison
“Our business, particularly within our IT Staffing Services segment, is closely correlated with general North American economic conditions and employment levels. Demand for our services typically increases during periods of economic expansion and strengthening labor markets, and declines during periods of economic contraction or reduced hiring activity. …”see in full comparison
Full comparison: every changed paragraph (69)
Beginning in the 2026 fiscal year, the Company plans to revise its segment structure to align with changes in how the Chief Operating Decision Maker (“CODM”) will be evaluating operating performance and allocating resources. These changes are driven by the Company’s operating strategy, which aligns the organization around account-centric management, industry-focused leadership, and an integrated approach to Talent and Services offerings.
Under the revised structure, the Company intends to transition from its current reportable segments of Data and Analytics and IT Staffing Services to the newly formed Talent and Services segments. The revised segment structure is expected to be effective for external reporting beginning in the 2026 fiscal year pending finalization of the Company’s analysis under ASC 280. Any changes to the Company’s segment reporting in future periods will include recasting prior period segment information in accordance with ASC 280.
Our business, particularly within our IT Staffing Services segment, is closely correlated with general North American economic conditions and employment levels. Demand for our services typically increases during periods of economic expansion and strengthening labor markets, and declines during periods of economic contraction or reduced hiring activity. During 2025, hiring activity across certain technology and professional services sectors remained cautious, as clients continued to evaluate discretionary spending and workforce needs in light of broader economic uncertainty and elevated interest rates. These conditions contributed to reduced demand for our staffing and related services, resulting in lower revenue in both of our business segments compared to the prior year. Although overall labor market conditions have eased compared to prior years, compensation levels for certain specialized IT roles remain elevated. In a softer demand environment, competitive pricing conditions also affected our gross margins.
Looking ahead, demand for our services is expected to remain influenced by overall economic growth, corporate hiring trends, and client confidence levels. Continued macroeconomic uncertainty or reduced business investment could further impact project activity and staffing demand in future periods.
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 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,serve, a largesignificant portion of our revenuesrevenue is generatedderived 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,As a result, our trendsoperating andresults outlookmay arebe additionallymaterially impactedinfluenced by the prospectsfinancial performance, hiring activity, and well-beingbusiness priorities of these specific clients. ThisChanges “accountin concentration”spending factorlevels or project activity by one or more significant clients may result incause our results ofto operations deviatingvary from the prevailingbroader economic trends fromin timea togiven time.period.
Within our IT Staffing Services segment, a largermeaningful portion of ourrevenue revenuesis hasgenerated come fromthrough strategic relationships with systems integrators. Additionally,In addition, many large end users ofutilize ITmanaged staffingservice servicesproviders are employing MSP’s(“MSPs”) to manage theiroversee contractor spending.engagement Bothand ofpricing. theseThese dynamicsintermediated delivery models may reduce pricing flexibility and could continue to exert pressure on our IT staffing gross margins in the future.margins.
Demand for expertise in emerging and advanced technologies, including cloud computing, cybersecurity, artificial intelligence, data analytics, and automation, continues to influence client investment priorities across both of our business segments. While these areas present potential opportunities, demand for these skill sets can be uneven and highly dependent on client budgets and project timing. In addition, the availability of qualified professionals in certain specialized areas remains limited, which can affect fulfillment rates, compensation levels, and margins.
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.
(1) Gross margin differences between the supplemental segment and consolidated results primarily reflect non-allocated severance expense of $0.3 million recorded in cost of goods sold during the third quarter of 2025.
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 afinance cybersecurityand breachaccounting transition for the periods discussed:
2025 Compared to 2024
Revenues for the year ended December 31, 2025 totaled $191.4 million, compared to $198.9 million for the year ended December 31, 2024. This 3.8% decline in total revenues reflected a decrease in revenues of 9.1% in our Data and Analytics Services segment and a 2.6% revenue decrease in our IT Staffing Services segment.
Our Data and Analytics Services segment’s 2025 revenues decreased to $33.3 million from $36.6 million in 2024. This decrease was largely due to a decrease in client spending on existing projects and lower bookings performance in 2025. Bookings in 2025 totaled $34.8 million, compared to $41.0 million reported in 2024.
Our IT Staffing Services segment’s 2025 revenues declined modestly, compared to 2024 revenues due to a lower average level of billable consultants during the the year compared to 2024. We ended 2025 with 840 billable consultants, compared to 1,008 billable consultants at the end of 2024, a decrease of 16.7%. Our average IT staffing bill rate for 2025 totaled $86.10 per hour compared to $82.77 per hour in 2024. 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 $0.8 million in 2025, compared to $0.9 million a year ago.
In 2025, we had three clients that exceeded 10% of total revenues (Fidelity = 16.7%, Populus = 12.1% and CGI = 10.8%). In 2024, we had two client that exceeded 10% of total revenues (CGI = 14.5% and Populas = 10.7%). Our top ten clients represented 58% of total revenues in 2025 and 54% of total revenues in 2024. Additionally, our largest industry vertical, financial services, represented approximately 54% of total revenues in 2025, compared to approximately 49% in 2024.
Gross profit decreased to $53.1 million in 2025, compared to $55.6 million in 2024, a decrease of 4.6% on a year-over-basis. Gross profit as a percentage of revenue totaled 27.7% in both 2025, compared to 27.9% in 2024. Excluding the $0.3 million of severance expense, gross profit as a percentage of revenue was 27.9% for 2025.
Gross margins from our Data and Analytics Services segment in 2025 were 46.2%, which was 290-basis points lower than the 49.1% gross margins that we achieved in 2024. The decrease reflected lower utilization rates through 2025 when compared to 2024, as well as a few key project ends. Including the $0.3 million of severance expense, gross margins were 45.4% for our Data and Analytics Services segment for 2025.
Gross margins in our IT Staffing Services segment were 24.0% in 2025, compared to 23.2% in 2024. This 80-basis point increase was primarily due to higher bill rates during 2025 when compared to 2024.
SG&A expenses in 2025 totaled $53.1 million and represented 27.7% of total revenues, compared to $51.8 million or 26.0% of revenues in 2024. When excluding the amortization of acquired intangible assets, severance expenses and finance and accounting transition expense in 2025, and the amortization of acquired intangible assets and severance expenses in 2024, the adjusted SG&A expenses related to operations as a percentage of revenues was 23.9% in 2025 versus 23.6% in 2024. The increase in SG&A as a percentage of revenues, excluding these items mentioned above, was largely due to higher general and administrative expenses in both business segments, partially offset by lower sales and operations expenses.
Fluctuations within SG&A expense components during 2025 compared to 2024 included the following:
Sales expense was $2.2 million lower in 2025 compared to the previous year. In our IT Staffing Services segment, sales expense decreased by $1.7 million due to lower compensation expenses resulting from headcount reductions and lower marketing spend. In the Data and Analytics Services segment, sales expense decreased by $0.5 million due to a decrease in marketing and event expenses and lower compensation expenses resulting from headcount reductions.
Operations expense decreased by $1.9 million compared to 2024. In our IT Staffing Services segment operations expense decreased $1.8 million in 2025, due to lower compensation expenses resulting from headcount reduction and lower legal fees. Operations expenses in our Data and Analytics Services segment decreased by $0.1 million in 2025, due to lower recruiting and travel costs.
General and administrative expenses increased by $2.9 million in 2025 compared to 2024. The increase was primarily attributable to higher executive compensation, including stock-based compensation, as well as recruiting fees and travel costs associated with leadership changes during the year. In addition, audit and other professional services fees and software licensing costs increased compared to the prior year. The Data and Analytics Services segment accounted for $1.5 million of the increase, while the IT Staffing Services segment accounted for $1.4 million, reflecting similar cost drivers across both segments.
Amortization of acquired intangible assets was $2.6 million in 2025 versus $2.7 million in 2024, as a portion of our intangible assets became fully amortized in 2025.
Severance expense totaled $2.8 million in 2025 versus $2.1 million in 2024. Severance in both years largely related to executive leadership departures.
Finance and accounting transition expenses totaled $1.9 million in 2025, compared to no comparable expense in 2024. These costs were incurred in connection with the Board of Directors’ decision to transition the Company’s finance and accounting functions to India as part of a long-term cost optimization initiative. The expenses primarily consisted of severance, retention bonuses, and travel costs associated with training and knowledge transfer activities. The transition was completed as of December 31, 2025, and the Company does not expect to incur additional finance and accounting transition expenses in future periods.
In 2025, other income consisted of net interest income of $844,000 and foreign exchange gains of $217,000. In 2024, other income consisted of interest income of $606,000 and foreign exchange gains of $27,000. The increase in interest income was due to a higher balance of cash on hand in 2025 compared to 2024. Net foreign exchange gains in 2025 compared to 2024 reflected exchange rate variations between the Indian rupee and the Canadian dollar compared to the U.S. dollar.
Income tax expense for 2025 was $0.5 million and represented an effective tax rate on pre-tax income of 42.7%, compared to $1.0 million in 2024, which represented an effective tax rate on pre-tax income of 23.1%. The 2025 effective tax rate was largely impacted by disallowed executive compensation and return to provision items, compared to 2024 which was largely impacted by a worthless stock deduction recognized on the dissolution of our Singapore entity in 2024. Both periods were impacted by shortfalls in expected tax benefits from stock options/restricted stock and state income taxes. See additional information in Note 11.
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 ain year ago.2023.
In 2024, we had two clients that exceeded 10% of total revenues (CGI = 14.5% and AllegisPopulus = 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.
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.
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.
2023 Compared to 2022
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 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.
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.
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:
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 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 (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.
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 20242025 improvedincreased slightly to 54-days compared to 52-days compared to 53-days at year-end 2023.2024.
Cash provided by operating activities, our cash and cash equivalent balances on hand at December 31, 20242025 and current availability under our existing credit facility are expected to be adequate to fund our business needs over the next 12 months, including ourpotential repurchases under the $5.0 million share repurchase program,authorization which was extendedapproved by our Board of Directors throughon February 8,16, 2026, but excluding any majorsignificant acquisition-related activities.
Cash provided by (used in) operating activities for the years ended December 31, 2024,2025, 2024 and 2023 andtotaled 2022$11.1 totaledmillion, $7.2 million, and $16.0 million, respectively. In 2025, cash flows from operating activities included net income of $0.6 million, non-cash charges of $3.2 million and $12.6a million,decrease respectively.in operating working capital of $7.4 million. 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. InThe 2022,2025 cash flows from operating activities included net income of $8.7 million, non-cash charges of $6.8 million and increasesreduction in operating working capital was primarily due to lower accounts receivable, reflecting decreased revenue levels and the timing of ($2.9billings and collections, as well as decreases in prepaid and other current assets. These favorable working capital changes were partially offset by a $2.0 million). payment of deferred compensation during 2025. 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.
Operating working capital levels are generally correlated with revenue trends. If revenue levels increase in future periods, we would expect operating working capital requirements to increase accordingly, which could reduce cash generated from operating activities. Conversely, sustained lower revenue levels may result in reduced working capital requirements.
Days sales outstanding may fluctuate based on revenue mix, as data and analytics services engagements typically experience higher DSO levels than IT staffing engagements. Changes in revenue composition could therefore impact overall working capital requirements in future periods.
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.
Cash (used in) investing activities for the years ended December 31, 2024,2025, 2024 and 2023 and 2022 totaled $($0.90.5) million, $(0.9) million), ($0.2 million) and $($0.80.2) million, respectively. In 2025, cash (used in) investing activities was primarily comprised of capital expenditures totaling ($0.4) million and payments of ($0.1), respectively.million for non-current deposits. In 2024, cash (used in) investing activities consisted entirely of capital expenditures –totaling ($0.9) million, largely related to computer equipment and cyber-security related expenditures.investments. 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.
In 2025, cash (used in) financing activities totaled ($1.1 million) and included ($2.2 million) for the repurchase of common stock under the Company’s share repurchase program, partially offset by $1 million of proceeds from the exercise of stock options and $0.1 million of proceeds from the issuance of common shares under our employee stock purchase plan. 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.
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 2025 and 2024, the Company incurred consulting expenses of approximately $1.1$0.5 million and $0.4 million related to these services. In 2025 andFor 2026, the Company expects to pay Primentor approximately $0.4 million and $0.2 million, respectively.million.
2022 Cybersecurity Breach
What changed in the latest 10-Q
Risk Factors
There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 18, 2026.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations for the Six Months Ended June 30, 2026 as Compared to the Six Months Ended June 30, 2025:”
New heading “Selling, General and Administrative (“SG&A”) Expenses:”
New heading “Other Income / (Expense) Components:”
New heading “Income Tax Expense:”
Largest changes
“Operations expenses decreased by $0.1 million in the 2026 period compared to the corresponding 2025 period. Operations expense in the Data & AI segment increased by $0.8 million, primarily due to AI-related personnel investments. Operations expense in the Talent segment decreased by $0.9 million, primarily due to workforce reductions, partially offset by higher legal expenses.”see in full comparison
“Results of Operations for the Six Months Ended June 30, 2026 as Compared to the Six Months Ended June 30, 2025:”see in full comparison
“Revenues for the six months ended June 30, 2026 totaled $82.5 million, compared to $97.4 million for the corresponding six-month period in 2025. This 15.3% year-over-year revenue decrease reflected a 14.0% revenue decrease in our Talent segment and a 17.9% decline in our Data & AI segment. For the six months ended June 30, 2026 the Company had one client that had revenues in excess of 10% of total revenues (Fidelity 25.6%). …”see in full comparison
Full comparison: every changed paragraph (51)
Please refer to Note 1 “Summary of Significant Accounting Policies” of the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2025 for a more detailed discussion of our significant accounting policies and critical accounting estimates. There were no material changes to these critical accounting policies during the threesix months ended MarchJune 31,30, 2026.
Results of Operations for the Three Months Ended MarchJune 31,30, 2026 as Compared to the Three Months Ended MarchJune 31,30, 2025:
Revenues for the three months ended MarchJune 31,30, 2026 totaled $41.1$41.4 million, compared to $48.3$49.1 million for the corresponding three-month period in 2025. This 15%15.6% year-over-year revenue decrease reflected a 12%16.2% revenue decrease in our Talent segment and a 21%14.3% decline in our Data & AI segment. For the three months ended MarchJune 31,30, 2026, the Company had one client that had revenues in excess of 10% of total revenues (Fidelity 24.5%26.7%). For the three months ended MarchJune 31,30, 2025, the Company had three clients that each had revenues in excess of 10% of total revenues (Fidelity = 12.9%,15.0%, Populus = 12.4% and CGI = 11.9% and Populus = 11.7%11.0%). The Company’s top ten clients represented approximately 60%61% and 56%58% of total revenues for the three months ended MarchJune 31,30, 2026 and 2025, respectively.
Below is a tabular presentation of revenues by reportable segment for the three months ended MarchJune 31,30, 2026 and 2025, respectively:
Revenues from our Data & AI segment totaled $12.6$13.5 million in the three months ended MarchJune 31,30, 2026, which decreased compared to $16.0$15.7 million in the corresponding period last year. The year-over-year decrease in revenues primarily reflects softerlower demandbookings andduring slowerthe clientsecond decision-makinghalf cyclesof for2025, newwhich projectsresulted in a smaller pipeline of revenue generating engagements entering 2026. New bookings in the firstsecond quarter of 2026 totaled approximately $13.6 million, compared to bookings of $15.3$9.0 million in the firstsecond quarter of 2025, reflecting continuedstronger cautiondemand amongfor clientsData with& respectAI to discretionary spending amid macroeconomic uncertainty.services.
Revenues from our Talent segment totaled $28.5$28.0 million in the three months ended MarchJune 31,30, 2026, compared to $32.3$33.4 million during the corresponding 2025 period. The year-over-year decline in revenue primarily reflects lower billable consultants in 2026. Billable consultants at MarchJune 31,30, 2026 totaled 619-consultants594-consultants compared to 782-consultants764-consultants one year earlier. Our average bill rate during the firstsecond quarter of 2026 was $90.91$92.17 per hour compared to $87.82$88.36 per hour in the corresponding 2025 quarter. The increase in average bill rate was due to higher value assignments during the firstsecond quarter of 2026 and was reflective of the types of skill sets that we deployed to clients.
Gross profits in the firstsecond quarter of 2026 totaled $11.0$12.0 million, which was $1.9$1.8 million lower than the firstsecond quarter of 2025 gross profits. Gross profit as a percentage of revenue wasincreased 26.8%90-basis points to 29.0% for the three-month period ended MarchJune 31,30, 2026, compared to 26.7%28.1% during the same period of 2025.2025, Thisdriven 10-basis point reduction in gross margins reflectedby higher margins in ourboth the Talent segment, offset by lower margins from ourand Data & AI segment during the current quarter.segments.
Below is a tabular presentation of gross margin by reporting segment for the three months ended MarchJune 31,30, 2026 and 2025, respectively:
Gross margins from our Data & AI segment were 37.2%40.4% of revenues during the firstsecond quarter of 2026, which represented aan decreaseincrease of 50-basis140-basis points compared to 37.7%39.0% of revenues during the firstsecond quarter of 2025. The margin reduction wasincrease primarily reflected the resultone-time recognition of previously deferred revenue associated with the completion of a lowerproject utilization rate in the 2026 quarter compared to the first quarter of 2025.milestone.
Gross margins from our Talent segment were 22.2%23.4% in the firstsecond quarter of 2026 compared to 21.2%23.0% during the corresponding quarter of 2025. This 100-basis40-basis point increase was due to higher quality placements and better pricing on new assignments in 2026.
Below is a tabular presentation of operating expenses by expense category for the three months ended MarchJune 31,30, 2026 and 2025, respectively:
SG&A expenses for the three months ended MarchJune 31,30, 2026, totaled $11.0$12.3 million or 26.8%29.7% of total revenues, compared to $14.7$13.8 million or 30.4%28.1% of total revenues for the three months ended MarchJune 31,30, 2025. ExcludingWhen the severance expense in the 2025 period andexcluding the amortization of acquired intangible assets in both2026 periods,and the amortization of acquired intangible assets, severance expense and finance and accounting transition expense in 2025, SG&A expense as a percentage of total revenues wouldwas have been 25.3%28.3% and 26.3%,24.8%, respectively.
Fluctuations within SG&A expense components during the firstsecond quarter of 2026, compared to the firstsecond quarter of 2025, included the following:
Sales and marketing expense wasdecreased $1.5by $0.8 million lower in the 2026 period compared tofrom the corresponding 2025 period. Sales and marketing expense in our Data & AI segment decreasedincreased by $0.6$0.2 million, driven primarily byreflecting lowerhigher payrollmarketing and relatedtravel costs. Sales and marketing expense in our Talent segment decreased by $0.9$1.0 million, resultingprimarily fromdue to lower payroll and related costs,costs as well asand reduced marketing spend.expenditures.
Operations expenses decreasedincreased by $0.4$0.3 million in the 2026 period compared to the corresponding 2025 period. Operations expense increased by $0.3$0.5 million in our Data & AI segment due to AI relatedAI-related personnel investments and decreased by $0.7$0.2 million in our Talent segment due to stafflower reductions.payroll costs, partially offset by higher legal expense.
General and administrative expenses decreased by $0.4$0.1 million in the 2026 period compared to the corresponding 2025 period. General and administrative expenses in ourthe Data & AI segment decreasedremained byunchanged $0.4compared millionwith primarilythe dueprior-year toperiod. lower payrollGeneral and relatedadministrative costsexpense in the 2026 period. In our Talent segment,segment generaldecreased andby administrative$0.1 expensesmillion, remainedprimarily flat.reflecting lower consulting costs.
Amortization of acquired intangible assets wasremained consistent with the prior-year period at $0.6 million in both the 2026 period and the corresponding 2025 period.million.
SeveranceFinance and accounting transition expense includedwas in$0.7 SG&Amillion and severance expense was $1.4$0.2 million in the 2025 period, compared to no severance expense in the firstsecond quarter of 2026. TheThese expensecosts related to the Company's exitingtransition Chiefof Financialits Officer.finance and accounting function to India and consisted primarily of severance, duplicate personnel costs during the transition period, and travel associated with training and knowledge transfer.
Other Income / (Expense) for the three months ended MarchJune 31,30, 2026, consisted of interest income of $288,000$260,000 and foreign exchange gains of $319,000.$63,000. For the three months ended MarchJune 31,30, 2025, Other Income / (Expense) consisted of interest income of $115,000$190,000 and foreign exchange losses of ($24,000$7,000). The higher level of interest income wasprimarily reflective ofreflected higher average cash balances induring the 2026current-year period.
Income tax expense for the three months ended June 30, 2026, totaled $98,000, compared with income tax expense of $75,000 for the three months ended June 30, 2025. The 2026 effective tax rate was significantly greater than (100%) due to non-deductible executive compensation and excess tax expense arising from stock-based compensation, combined with a near break-even pre-tax loss. By comparison, the effective tax rate for the three months ended June 30, 2025 was 35.7%.
Results of Operations for the Six Months Ended June 30, 2026 as Compared to the Six Months Ended June 30, 2025:
Revenues:
Revenues for the six months ended June 30, 2026 totaled $82.5 million, compared to $97.4 million for the corresponding six-month period in 2025. This 15.3% year-over-year revenue decrease reflected a 14.0% revenue decrease in our Talent segment and a 17.9% decline in our Data & AI segment. For the six months ended June 30, 2026 the Company had one client that had revenues in excess of 10% of total revenues (Fidelity 25.6%). For the six months ended June 30, 2025, the Company had three clients that each had revenues in excess of 10% of total revenues (Fidelity = 14.0%, Populus = 12.1% and CGI = 11.5%). The Company’s top ten clients represented approximately 60% and 58% of total revenues for the six months ended June 30, 2026 and 2025, respectively.
Below is a tabular presentation of revenues by reportable segment for the six months ended June 30, 2026 and 2025, respectively:
Revenues from our Data & AI segment totaled $26.1 million for the six months ended June 30, 2026, which decreased compared to $31.7 million in the corresponding period in 2025. The year-over-year decrease in revenues primarily reflects lower bookings during the second half of 2025, which resulted in a smaller pipeline of revenue-generating engagements entering 2026. Order bookings for the first six months of 2026 totaled approximately $27.2 million, compared with $24.3 million for the corresponding period in 2025, reflecting stronger demand for Data & AI services.
Revenues from our Talent segment totaled $56.5 million in the six months ended June 30, 2026, compared to $65.7 million during the corresponding 2025 period. The year-over-year decline in revenue primarily reflects lower billable consultants in 2026. Billable consultants at June 30, 2026 totaled 594-consultants compared to 764-consultants one year earlier.
Gross Margins:
Gross profits in the six months ended June 30, 2026 totaled $23.0 million compared to $26.7 million in the corresponding period last year. Gross profit as a percentage of revenue was 27.9% for the six months ended June 30, 2026, compared to 27.4% during the same period of 2025. This 50-basis point increase in gross margins was driven by higher margins in both the Talent and Data & AI segments.
Below is a tabular presentation of gross margin by reporting segment for the six months ended June 30, 2026 and 2025, respectively:
Gross margins from our Data & AI segment were 38.9% of revenues during the six months ended June 30, 2026, which represented an increase of 50-basis points compared to 38.4% of revenues during corresponding period of 2025. The increase primarily reflected normal fluctuations in project mix and engagement profitability.
Gross margins from our Talent segment were 22.8% in the six months ended June 30, 2026, compared to 22.1% during the corresponding period of 2025. This 70-basis point increase was due to higher quality placements and better pricing on new assignments in 2026.
Selling, General and Administrative (“SG&A”) Expenses:
Below is a tabular presentation of operating expenses by expense category for the six months ended June 30, 2026 and 2025, respectively:
SG&A expenses for the six months ended June 30, 2026, totaled $23.3 million or 28.2% of total revenues, compared to $28.5 million or 29.3% of total revenues for the six months ended June 30, 2025. When excluding the amortization of acquired intangible assets in 2026 and the amortization of acquired intangible assets, severance expense and finance and accounting transition expense in 2025, SG&A expense as a percentage of total revenues was 26.8% and 25.6%, respectively.
Fluctuations within SG&A expense components during the first six months of 2026, compared to the first six months of 2025, included the following:
Sales and marketing expense was $2.2 million lower in the 2026 period compared to the corresponding 2025 period. Sales and marketing expense in our Data & AI segment decreased by $0.3 million, primarily due to lower payroll and related costs, partially offset by higher marketing and consulting costs. Sales and marketing expense in our Talent segment decreased by $1.9 million, resulting from lower payroll and related costs, as well as reduced marketing spend.
Operations expenses decreased by $0.1 million in the 2026 period compared to the corresponding 2025 period. Operations expense in the Data & AI segment increased by $0.8 million, primarily due to AI-related personnel investments. Operations expense in the Talent segment decreased by $0.9 million, primarily due to workforce reductions, partially offset by higher legal expenses.
General and administrative expenses decreased by $0.5 million in the 2026 period compared to the corresponding 2025 period. General and administrative expenses in our Data & AI segment decreased by $0.4 million primarily due to lower recruiting costs and the absence of bad debt expense incurred in the prior-year period. In our Talent segment, general and administrative expenses decreased by $0.1 million as a result of several individually immaterial items.
Amortization of acquired intangible assets decreased by $0.1 million compared with the corresponding period in 2025, as a portion of our intangible assets became fully amortized.
SG&A included severance expense and finance and accounting transition expense of $1.6 million and $0.7 million in the 2025 period, respectively, compared to no similar expenses in the 2026 period. The expenses related to the departure of the Company's former Chief Financial Officer and the Company's transition of its finance and accounting function to India which consisted primarily of severance, duplicate personnel costs during the transition period, and travel associated with training and knowledge transfer.
Other Income / (Expense) Components:
Other Income / (Expense) for the six months ended June 30, 2026, consisted of interest income of $548,000 and foreign exchange gains of $381,000. For the six months ended June 30, 2025, Other Income / (Expense) consisted of interest income of $305,000 and foreign exchange losses of ($31,000). The higher level of interest income primarily reflected higher average cash balances during the current six month period.
Income Tax Expense:
Income tax expense for the threesix months ended MarchJune 31,30, 2026, totaled $393,000,$491,000, representing an effective tax rate on pre-tax income of 59.8%,75.0%, compared to ($323,000)an income tax benefit of ($248,000) for the threesix months ended MarchJune 31,30, 2025, which represented an effective tax rate on a pre-tax loss of 18.3%.(16.0%). The mainhigher driver for the highereffective tax rate in the 2026 period isprimarily thereflected shortfallnon-deductible inexecutive the expected benefit from stock options,compensation and disallowedunfavorable executivetax effects associated with stock-based compensation.
As of MarchJune 31,30, 2026, we had no bank debt, cash balances on hand of $33.6$35.6 million and approximately $21.3$20.4 million of borrowing capacity under our existing credit facility.
Historically, we have funded our organic business needs with cash generated from operating activities. Controlling our operating working capital levels by closely managing our accounts receivable balance is an important element of cash generation. As of MarchJune 31,30, 2026, our accounts receivable “days sales outstanding” (“DSOs”) increased to 60-days,61-days, compared to 56-days53-days reported at MarchJune 31,30, 2025.
Cash (used in) operating activities for the threesix months ended MarchJune 31,30, 2026, totaled ($3.2$0.9) million compared to ($2.9)$0.4 million provided by operating activities during the threesix months ended MarchJune 31,30, 2025. Operating cash flows for the 2026 period were driven by net income of $0.3$0.2 million, non-cash charges of $2.3$4.2 million, and a ($5.7$5.3) million use of cash from changes in operating working capital. The use of cash from working capital was primarily attributable to a decrease in accrued payroll and related costs, reflecting the timing of annual bonus payments, as well as an increase in accounts receivable.receivable, and to a lesser extent decreases in accounts payable and other accrued liabilities and an increase in prepaid and other current assets In the prior year period, cash (usedprovided in)by operating activities reflected a net loss of ($1.4$1.3) million, non-cash charges of $2.0$3.3 million, and and a ($3.5$1.7) million use of cash from changes in operating working capital.capital, Workingprimarily capitalattributable changesto a decrease in 2025accounts werepayable similarlyand drivenaccrued payroll and related costs, partially offset by highera decrease in accounts receivable and theprepaid timingand ofother compensation-relatedcurrent payments.assets and an increase in other accrued liabilities.
Cash (used in) investing activities was ($0.1) million inand both($0.2) million the threesix months ended MarchJune 31,30, 2026 and 2025. Investing activities in both periods consisted primarily of capital expenditures and changes in non-current deposits.
Cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026 totaled $0.7$0.8 million and consisted primarily of proceeds from the exercise of stock options.options of $0.8 million, and a small amount from the issuance of common shares related to our Employee Stock Purchase Plan. Cash provided by financing activities for the threesix months ended MarchJune 31,30, 2025, wastotaled minimal$0.1 million and consisted of proceeds from the exercise of stock options and the issuance of common shares related to our Employee Stock Purchase Plan, partially offset by a small purchase of treasury shares.
The Company does not have any off-balance sheet arrangements.
Other than $324,000 in outstanding letters of credit issued under our Credit Agreement, we do not have any off-balance sheet arrangements. For further details about the outstanding letters of credit, refer to Note 8 — “Credit Facility” in the Notes to Condensed Consolidated Financial Statements included herein.
MHH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 4 Form 4 filings (1 insider, 5 trade dates, 15,000 shares, about $101.5K) and open-market sales in 0 filings. Net open-market shares: 15,000 (purchases minus sales); net value about $101.5K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-21 | Shaw Steven A |
Open-market purchase | 5,000 | $7.47 | $37.4K |
| 2026-04-27 | Shaw Steven A |
Open-market purchase | 1,000 | $7.04 | $7.0K |
| 2026-04-15 | Shaw Steven A |
Open-market purchase | 3,000 | $6.84 | $20.5K |
| 2026-04-10 | Shaw Steven A |
Open-market purchase | 2,000 | $6.19 | $12.4K |
| 2026-04-09 | Shaw Steven A |
Open-market purchase | 4,000 | $6.05 | $24.2K |
Well-known investors holding MHH (13F)
None of the 59 investors we track reported a position in their latest 13F.