Mastech Digital (MHH) 8-K Mastech Holdings, Inc. Closes Sale of its Healthcare Unit

Exhibit 99.2

MASTECH HOLDINGS, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2013

(Amounts in thousands, except per share data)

(Unaudited)

	Pro Forma
	As Reported			Adjustments			Pro Forma
Revenues	$	55,940		$	5,805		$	50,135
Costs of revenues		45,601			4,810			40,791
Gross Profit		10,339			995			9,344
Selling, general and administrative expenses		8,136			893			7,243
Income from operations		2,203			102			2,101
Interest Income (expense), net		(54	)		—			(54	)
Other income (expense), net		45			(1	)		46
Income before income taxes		2,194			101			2,093
Income tax expense		830			46			784
Net Income	$	1,364		$	55		$	1,309
Earnings per share:
Basic	$	0.41		$	0.02		$	0.39
Diluted	$	0.40		$	0.02		$	0.38
Weighted average common shares outstanding:
Basic		3,343			3,343			3,343
Diluted		3,427			3,427			3,427

MASTECH HOLDINGS, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2012

(Amounts in thousands, except per share data)

(Unaudited)

	Pro Forma
	As Reported			Adjustments		Pro Forma
Revenues	$	49,766		$	5,245	$	44,521
Costs of revenues		40,477			4,259		36,218
Gross Profit		9,289			986		8,303
Selling, general and administrative expenses		7,922			886		7,036
Income from operations		1,367			100		1,267
Interest Income (expense), net		(33	)		—		(33	)
Other income (expense), net		(23	)		—		(23	)
Income before income taxes		1,311			100		1,211
Income tax expense		501			43		458
Net Income	$	810		$	57	$	753
Earnings per share:
Basic	$	0.24		$	0.02	$	0.23
Diluted	$	0.24		$	0.02	$	0.22
Weighted average common shares outstanding:
Basic		3,320			3,320		3,320
Diluted		3,427			3,427		3,427

MASTECH HOLDINGS, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2012

(Amounts in thousands, except per share data)

(Unaudited)

	Pro Forma
	As Reported			Adjustments		Pro Forma
Revenues	$	101,838		$	11,068	$	90,770
Costs of revenues		82,629			9,024		73,605
Gross Profit		19,209			2,044		17,165
Selling, general and administrative expenses		15,693			1,899		13,794
Income from operations		3,516			145		3,371
Interest Income (expense), net		(68	)		—		(68	)
Other income (expense), net		36			—		36
Income before income taxes		3,484			145		3,339
Income tax expense		1,345			64		1,281
Net Income	$	2,139		$	81	$	2,058
Earnings per share:
Basic	$	0.66		$	0.02	$	0.63
Diluted	$	0.64		$	0.02	$	0.61
Weighted average common shares outstanding:
Basic		3,260			3,260		3,260
Diluted		3,361			3,361		3,361

MASTECH HOLDINGS, INC.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2013

(Amounts in thousands, except share and per share data)

(Unaudited)

	Pro Forma
	As Reported			Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	616		$	1,006		$	1,622
Accounts receivable, net		13,380			—			13,380
Unbilled receivables		3,368			—			3,368
Prepaid and other current assets		883			(43	)		840
Deferred income taxes		141			—			141
Total current assets		18,388			963			19,351
Equipment, enterprise software and leasehold improvements, net		233			(14	)		219
Intangible assets, net		18			(18	)		—
Deferred financing costs, net		33			—			33
Non-current deposits		210			—			210
Goodwill		405			(405	)		—
Deferred income taxes		152			—			152
Total assets	$	19,439		$	526		$	19,965
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	3,479		$	—		$	3,479
Accounts payable		2,571			228			2,799
Accrued payroll and related costs		4,557			(144	)		4,413
Other accrued liabilities		363			—			363
Deferred revenues		91			—			91
Total current liabilities		11,061			84			11,145
Total liabilities		11,061			84			11,145
Commitments and contingent liabilities		—			—			—
Shareholders’ equity:
Preferred Stock, no par value; 20,000,000 shares authorized; none outstanding		—			—			—
Common Stock, par value $.01; 100,000,000 shares authorized; and 3,931,912 shares issued as of June 30, 2013		39			—			39
Additional paid-in capital		11,237			—			11,237
Retained earnings		283			442			725
Accumulated other comprehensive (loss), net of tax		(50	)		—			(50	)
Treasury Stock, at cost; 586,367 shares as of June 30, 2013		(3,131	)		—			(3,131	)
Total shareholders’ equity		8,378			442			8,820
Total liabilities and shareholders’ equity	$	19,439		$	526		$	19,965

MASTECH HOLDINGS, INC.

EXPLANATORY NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Pro forma Adjustments:

The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2013 and 2012 and the year ended December 31, 2012 includes the following adjustments:

• To reflect the removal of the operating results of the Company’s Healthcare Staffing segment as if the Transaction occurred on January 1, 2012.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2013 includes the following adjustments:

• To reflect cash received and the removal of accrued liabilities assumed by the buyer related to the sale of the Company’s Healthcare Staffing segment.

• To reflect the disposition of assets sold as of June 30, 2013.

• To reflect accounts payable related to transaction closing costs and certain closure expenses of the business sold.

• To reflect the gain on the sale, net of income tax expense of $43,000.