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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10‑K10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 2017, 2023

Or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 001‑33287001-33287

Information Services Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation)

20‑526158720-5261587
(I.R.S. Employer Identification Number)

Two Stamford Plaza2187 Atlantic Street

281 Tresser Boulevard

Stamford, CT 0690106902

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (203) 517‑3100(203517-3100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Shares of Common Stock, $0.001 par value

III

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well‑knownwell-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   No 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S‑TS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑acceleratednon-accelerated filer, or a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer”,filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b‑212b-2 of the Exchange Act. (Check one):

Large accelerated filer 

Accelerated filer 

Non‑acceleratedNon-accelerated filer 
(Do not check if a smaller reporting company)

Smaller reporting company 

Emerging growth company  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐  No ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No 

The aggregate market value of the voting and non-voting common stock, par value $0.001 per share,equity held by non‑affiliatesnon-affiliates of the registrant computed by reference to the closing sales price for the registrant’s common stock on June 30, 2017,2023, as reported on the Nasdaq Stock Market was approximately $156,876,057.$217,258,382.

In determining the market value of the voting stock held by any non‑ affiliates, shares of common stock of the registrant beneficially owned by directors, officers and other holders of non‑publicly traded shares of common stock of the registrant have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 28, 2018,March 1, 2024, the registrant had outstanding 43,687,05848,335,220 shares of common stock, par value $0.001 per share.

Documents Incorporated by Reference

Document Description

10‑K10-K Part

Portions of the Proxy Statement for the 20182024 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the end of the fiscal year ended December 31, 2017,2023, are incorporated by reference in Part III hereof. Except with respect to information specifically incorporated by reference in this Form 10‑K,10-K, the Proxy Statement is not deemed to be filed as part hereof.

III (Items 10, 11, 12, 13, 14)


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TABLE OF CONTENTS

SAFE HARBOR STATEMENT

PART I

Item 1.

Business

5

Item 1A.

Risk Factors

13

12

Item 1B.

Unresolved Staff Comments

26

20

Item 1C.

Cybersecurity

21

Item 2.

Properties

26

22

Item 3.

Legal Proceedings

26

22

Item 4.

Mine Safety Disclosures

26

PART II

22

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

26

23

Item 66.

[Reserved]

24

Item 7.

Selected Financial Data

30

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

31

25

Item 7A7A..

Quantitative and Qualitative Disclosures About Market Risk

47

33

Item 8.

Financial Statements and Supplementary Data.

48

34

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

48

34

Item 9A.

Controls and Procedures

48

34

Item 9B.

Other Information

50

PART III

35

Item 109C.

Directors and Executive Officers of the RegistrantDisclosure Regarding Foreign Jurisdictions that Prevent Inspections

50

35

PART III

Item 1110.

Directors, Executive CompensationOfficers and Corporate Governance

50

35

Item 1211.

Executive Compensation

35

Item 12.

Security Ownership and Certain Beneficial Owners and Management and Related Stockholder Matters

51

35

Item 13.

Certain Relationships and Related Transactions and Director Independence

51

36

Item 14.

Principal Accountant Fees and Services

51

PART IV

36

PART IV

Item 15.

Exhibits and Financial Statement ScheduleSchedules

52

36

Item 16.

Form 10-K Summary

52

37

SIGNATURES PAGE

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SAFE HARBOR STATEMENT

Information Services Group, (“ISG”Inc. (the “Company” or “ISG”) believes that some of the information in this Annual Report on Form 10‑K10-K constitutes forward‑lookingforward-looking statements. You can identify these statements by forward‑lookingforward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends” and “continue” or similar words, but this is not an exclusive way of identifying such statements. You should read statements that contain these words carefully because they:

discuss future expectations;

contain projections of future results of operations or financial condition; or

state other “forward‑looking” information.

discuss future expectations;
contain projections of future results of operations or financial condition; or
state other “forward-looking” information.

These forward‑lookingforward-looking statements include, but are not limited to, statements relating to:

ability to retain existing clients and contracts;ISG’s:

ability to integrate recent acquisitions;

ability to win new clients and engagements;

ability to implement cost reductions and productivity improvements;

beliefs about future trends in the sourcing industry;

expected spending on sourcing services by clients;

growth of our markets;

foreign currency exchange rates;

effective tax rate; and

competition in the sourcing industry.

ability to retain existing clients and contracts;
ability to integrate recent acquisitions;
ability to navigate challenges from pandemics;
ability to win new clients and engagements;
ability to implement cost reductions and productivity improvements;
beliefs about future trends in the sourcing industry;
expected spending on sourcing services by clients;
growth of its markets;
foreign currency exchange rates;
effective tax rate; and
competition in the sourcing industry.

ISG believes it is important to communicate its expectations to its stockholders. However, there may be events in the future that ISG is not able to predict accurately or over which it has no control. The risk factors and cautionary language discussed in this Annual Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations in such forward‑lookingforward-looking statements, including among other things:

the amount of cash on hand;

the abilities to achieve or maintain adequate utilization for our consultants;

our business strategy;

cost reductions and productivity improvements may not be fully realized or realized within the expected time frame;

continued compliance with government regulations;

legislation or regulatory environments, requirements or changes adversely affecting the business in which ISG is engaged;

the amount of cash on hand;
our ability to achieve or maintain adequate utilization for our consultants;
our business strategy;
cost reductions and productivity improvements may not be fully realized or realized within the expected time frame;
continued compliance with government regulations;
legislative or regulatory environments, requirements or changes adversely affecting the business in which ISG is engaged;
fluctuations in client demand;
our ability to grow the business and effectively manage growth and international operations while maintaining effective internal controls;
our ability to hire and retain enough qualified employees to support operations;
increases in wages in locations in which ISG has operations;
our ability to retain senior management;
fluctuations in exchange rates between the U.S. dollar and foreign currencies;
our ability to attract and retain clients and the ability to develop and maintain client relationships based on attractive terms;
legislation in the United States or elsewhere that adversely affects the performance of sourcing services offshore;
increased competition;
cyber-attacks ranging from development and deployment of malicious software to gain access to our networks;

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Table of Contents

telecommunications or technology disruptions or breaches;
pandemics or natural or other disasters;
terrorist attacks and wars, such as the war in Ukraine and the conflict in the Middle East;
our ability to protect ISG intellectual property and the intellectual property of others;
the international nature of ISG’s business;
political or economic instability in countries where ISG has operations;
worldwide political, economic and business conditions; and
our ability to source, successfully consummate or integrate strategic acquisitions.

fluctuations in client demand;

ability to grow the business and effectively manage growth and international operations while maintaining effective internal controls;

ability to hire and retain enough qualified employees to support operations;

increases in wages in locations in which ISG has operations;

ability to retain senior management;

fluctuations in exchange rates between the U.S. dollar and foreign currencies;

ability to attract and retain clients and the ability to develop and maintain client relationships based on attractive terms;

legislation in the United States or elsewhere that adversely affects the performance of sourcing services offshore;

increased competition;

telecommunications or technology disruptions or breaches, or natural or other disasters;

ability to protect ISG intellectual property and the intellectual property of others;

the international nature of ISG’s business;

political or economic instability in countries where ISG has operations;

worldwide political, economic and business conditions; and

ability to source, successfully consummate or integrate strategic acquisitions.

All forward‑lookingforward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. You are cautioned not to place undue reliance on these forward‑lookingforward-looking statements, which speak only as of the date of this Annual Report. Except to the extent required by applicable laws and regulations, we undertake no obligation to update these forward‑lookingforward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

You should also review the risks and uncertainties we describe in the reports we will file from time to time with the SEC after the date of this Annual Report.

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PART I

Item 1.  Business

As used herein, unless the context otherwise requires, ISG, the registrant, is referred to in this Annual Report on Form 10‑K annual report10-K for the fiscal year ended December 31,2023 (“Form 10‑K”10-K”) as the “Company,” “we,” “us” and “our.”

Our Company

ISG (InformationInformation Services Group) (“ISG”)Group, Inc. (Nasdaq: III) is a leading global technology research and advisory firm. A trusted business partner to more than 700900 clients, including more than 75 of the top 100 enterprises in the world,our markets, ISG is committed to helping corporations, public sector organizations and service and technology providers achieve operational excellence and faster growth. The firmCompany specializes in digital transformation services, including automation, cloud and data analytics; sourcing advisory; managed governance and risk services; network carrier services; technology strategy and operations design; change management; market intelligence and technology research and analysis. Based in Stamford, Conn.,Connecticut, ISG employs approximately 1,300over 1,500 digital-ready professionals operating in more than 20 countries—a global team known for its innovative thinking, market influence, deep industry and technology expertise, and world-class research and analytical capabilities based on ourthe industry’s most comprehensive marketplace data. For more information, visit www.isg-one.com. The content on our website is available for informational purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Form 10-K or any other filings.

Our Company was founded in 2006 with the strategic vision to become a high‑growth,high-growth, leading provider of information‑basedinformation-based advisory services. In 2007, ISG consummated its initial public offering and completed the acquisition of TPI Advisory Services Americas, Inc. (“TPI”),the pioneer in developing the market for sourcing advisory services.

On January 4, 2011, we acquired Compass, a premier independent global provider of business and information technology benchmarking, performance improvement, data and analytics services. Headquartered in the United Kingdom, Compass was founded in 1980 and had approximately 180 employees in 16 countries serving nearly 250 clients.

On February 10, 2011, we acquired STA Consulting, based in Austin, Texas, a premier independent information technology advisor serving the public sector. STA Consulting advises clients on information technology strategic planning and the acquisition and implementation of new Enterprise Resource Planning (ERP) and other enterprise administration and management systems. STA Consulting was founded in 1997 and had approximately 40 professionals serving state and local government entities in the United States.

On January 10, 2012, we announced the merger of our individual corporate brands into one globally integrated go‑to‑market business under the ISG brand. TPI, the world’s leading independent sourcing data and advisory firm; Compass, a premier independent provider of business and IT benchmarking; and STA Consulting, a premier independent technology advisory firm serving the North America public sector, have combined under the ISG brand. This merger offers clients one source of support to drive operational excellence in their organizations.

On March 17, 2014, we acquired 51% of Convergent Technologies Partners S.p.A. (“CTP”), a leading management consulting firm providing specialized IT and operational strategies and solutions to Italy’s public sector. At the same time CTP acquired 100% interest of Compass Management Consulting Italy (“Compass Italy”), a subsidiary of Compass Holdings BV. CTP was founded in 1999 and had approximately 15 employees in Italy. On May 2, 2017, the minority owner of ISG Italia S.p.A. exercised their put to sell their remaining 49% interest to a subsidiary of ISG.

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On April 15, 2014, we executed an Asset Purchase Agreement with CCI, an Australia‑based research firm that measures and analyzes customer satisfaction in business‑to‑business relationships. CCI was founded in 2001 and had approximately 14 employees in Australia.

On August 7, 2015, we executed an Asset Purchase Agreement with Saugatuck Technology Inc., (“Saugatuck”) a subscription-based research and analyst firm that provides C-level executives and technology business leaders with objective insights on the key market trends and emerging technologies that are driving business transformation and growth. Saugatuck was founded in 2003 and had approximately 6 employees in the United States.

On February 29, 2016, we acquired the Experton Group AG (“Experton”), a subscription-based research, advisory and benchmarking firm.  Experton adds vendor benchmarking and advisory capabilities. Experton was founded in 2005, had approximately 15 employees and was based in Munich, Germany.

On April 29, 2016, we executed an Asset Purchase Agreement with TracePoint Consulting LLC (“TracePoint”) an organizational change management firm.  TracePoint’s business transformation services enable enterprises to successfully manage the changes associated with digital transformations, system implementations and upgrades, mergers and acquisitions and other large-scale business change initiatives.  TracePoint was founded in 2009, had approximately 25 employees and was based in Atlanta, Georgia.

On December 1, 2016, we acquired Alsbridge Holdings, Inc. (“Alsbridge”), a U.S.-based sourcing, automation and transformation advisory firm. Alsbridge was founded in 2003, had over 200 employees and was based in Dallas, Texas.  Alsbridge brought to ISG four key new or complementary service lines:

1.Network Carrier Services, a new service line for ISG that provides sourcing, audit and transformation services covering client spend with major telecommunications carriers.

2.Robotic Process Automation (“RPA”), a new service line complementary to ISG Digital Services, that provides assessment, strategy and implementation services to clients looking to leverage RPA to make business processes more efficient as part of their overall digital transformation programs.

3.Outsourcing Advisory, a complementary service that expanded ISG’s sourcing advisory business.

4.Provider Services, a complementary service to ISG’s research and provider advisory services, helps leading service and technology providers identify market opportunities and improve pursuit effectiveness and business retention with a range of subscription-based services and data.

We continue to believe that our vision will be realized through the acquisition, integration and successful operation of market‑leadingmarket-leading brands within the data, analytics and advisory industry. Following the initial announcement of the merger of our individual corporate brands into one globally integrated go-to-market business under the ISG brand in January 2012, we continue to add the businesses we acquire into the ISG brand, creating one unified company.  Including our most recent acquisitions, we operate in over 20 countries and employ approximately 1,300 professionals specializing in digital transformation services, including automation, cloud and data analytic, sourcing advisory, managed governance and risk services, network carrier services, technology strategy and operation design, change management, market intelligence and technology research and analysis.

Our private and public sector clients continue to face significant technological, business and economic challenges that will continue to fuel demand for the professional services we provide. We are focused on providing unique solutions that solve key client problems.  In the private sector, for example, we believe that companies will continue to face significant challenges associated with globalization

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and technological innovation, including the need to decrease operating costs, increase efficiencies, compete against new market entrants and deal withevaluate and adopt increasing numbers of emerging and transformational technologies such as cloud computing.Generative AI. Similarly, public sector organizations at the national, regional and local levels increasingly must deal with the complex and converging issues of outdated technology systems, significantly impaired revenue sourcesreduced budgets and an aging workforce.  These technological challenges have only been intensified by the post-COVID-19 pandemic remote or hybrid work environment and, therefore, present further opportunity for ISG to assist our private and public sector clients with digital transformation services.

Overall, we believe that the global marketplace dynamics at work in both the private and public sectors mitigate in favor ofsupport growing demand for the professional services, analytics, platforms and advice ISG can provide. In this dynamic environment, the strength of our client relationships greatly depends on the quality of our advice and insight, our unique and valuable datasets, the independence of our thought leadership and the effectiveness of our people in assisting our clients to implement strategies that successfully address their most pressing operational challenges.

We are organized as a corporation under the laws of the State of Delaware. The current mailing address of the Company’s principal executive office is:is Information Services Group, Inc., Two Stamford Plaza, 281Tresser Boulevard,2187 Atlantic Street, Stamford, CT 06901.06902. Our telephone number is (203) 517‑3100.517-3100.

Our Services

ISG specializes in digital transformation services, including sourcing advisory, automation, cloud and data analytics; sourcing advisory; managed governance and risk services; network carrier services; technology strategy and operations design; change management; market intelligence and technology research and analysis.  ISG supports both private and public sector organizations to transform and optimize their operational environments.  During periods of expansion or contraction, for enterprises large or small, public or private, in the Americas, Europe or Asia Pacific, our services have helped organizations of all sizes across the globe address their most complex operational issues. The functional domain experience of our experts and deep empirical data resources helpallows clients to better understand their strategic options.

The Company’s operating model is aimed at extending our market leadership, enhancing growth opportunities and driving significant value for all stakeholders. We provide four key linesservices that address our clients’ most pressing business challenges in two areas most important to them—their continuing digital transformation and getting the most from their digital investments. To meet these needs, we formed two global client solution areas: ISG Digital, focused on developing technology, transformation, sourcing and digital solutions for clients, and ISG Enterprise, focused on helping clients manage change and optimize operations in such areas as finance, human resources (“HR”) and Procure2Pay.

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Research.  Our core solutions are supported by ISG Research, with its extensive market analyses and provider evaluations, our ISG Network and Software Advisory services and our software platforms, including ISG GovernX®. We utilize our extensive experience and proprietary data assets to provide subscription and custom research services to senior business and IT executives, technology and software vendors and business/IT services providers. Our mission is to help our clients make better business decisions and create new business value through trusted and objective insights into the key market trends and emerging technologies driving real change. Our combined data sources, compiled from over 30 years of servicing global corporations, provide a rich source of benchmark data into the comparative cost and quality of operational alternatives. For enterprise clients, we use these data sources to provide them with in‑depth analysis into the implications of different service strategies, allowing them to compare and contrast and make informed decisions regarding strategic change. For service providers, our views into the buying behaviors, needs and objectives of global corporations examining transformation of their operations provide unique insights that help them tailor and market their offerings to these enterprises. ISG’s research willalso continue to play a supporting role for digital services withbuild more industry-specific capabilities in such areas as banking, insurance and smart manufacturing.

Every client engagement passes through our dedicated Solution Hub to bring the production of our Index Reports which include coverage of technology providers, SaaS providers, Cloud and automation platforms in addition to the traditional service provider outsourcing industry.

Consulting.  We help private and public sector organizations transform and optimize their operational environments with a complete range of consulting services, focusing on information technology, business process transformation, program management services and enterprise resource planning. ISG consulting services include: Financial Analysis, Mergers and Acquisitions,

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Network Services, Operating Model Design & Implementation, Operations Benchmarking, Organizational Change Management, Performance Management, Qualitative Assessment, Renegotiations, RFX Services, RPA, Strategy, Transition and Transformation.We assist clients with envisioning, designing and implementing change in their operational environments. We evaluate existing practices and operating costs, identifying potential improvement opportunities to enhance service delivery, optimize operations or reduce costs. Solutions are customized by a client situation and may include internal transformation, the adoption of external strategies, or some combination of both. In all cases, we assist with the selection, implementation and ongoing support for these strategic initiatives.

Managed Services.  Our Managed Services offerings helps clients realize the cost savings and operating efficiencies they expect from their sourcing arrangements. We provide operational governance services to our clients to ensure seamless end‑to‑end service. Our systems,best thinking, tools and controlscapabilities to bear to solve every client challenge. Integrated solutions are designedthen delivered through our ISG iFlex™ global delivery model, which enables us to consistently govern third-party agreements, andrapidly deploy our expertise in service integration and management helpsresources to support clients, achieve operational excellence in multi-supplier environments.    These offerings assist clients with monitoring and managing their supplier relationships, providing them with real‑regardless of geography or time accurate market intelligence and insights into all aspects of provider performance and cost, allowing them to focus on the more strategic aspects of supplier management.zone.

Events.  ISG Events offers a range of industry-leading conferences including,  the ISG Sourcing Industry Conference (SIC) series, the premier annual event for service and technology providers in the Americas, EMEA and India; the ISG Executive Provider Summit, a high-value gathering of C-suite provider executives and ISG partners; the ISG Digital Business Summit series, regional events focused on emerging business technologies; the ISG Automation Summit, a conference focused on the latest trends in automation, and the ISG Paragon Awards™, honoring organizations for their contributions to the continuing evolution of sourcing.

Our Competitive Advantages

We believe that the following strengths differentiate us from our competition:

Independence and Objectivity.  We are not a service provider. We are an independent, fact‑based data, analytics and advisory firm with no material conflicting financial or other interests. This enables us to maintain a trusted advisor relationship with our clients through our unbiased focus and ability to align our interests with those of our clients.

Domain Expertise.  Averaging over 20 years of experience, our strategic consulting teams bring a wealth of industry and domain‑specific knowledge and expertise to address our clients’ most complex transformational needs.

Strong Brand Recognition.  ISG continues to gain marketplace traction as a leading brand in our industry after merging its TPI, Compass, STA Consulting, CCI, CTP, Saugatuck, Experton, TracePoint and Alsbridge brands into one go‑to‑market brand: ISG.  ISG offers an integrated product and service offering for our clients as one, unified company.

Proprietary Data Assets and Market Intelligence.  We have assembled a comprehensive and unique set of data, analytics and market intelligence built over more than thirty years of data collection and

·

Independence and Objectivity.  We are not an information technology or business process outsourcing service provider. Rather, we are an independent, fact-based data, analytics and advisory firm with no material conflicting financial or other interests. This enables us to maintain a trusted advisor relationship with our clients through our unbiased focus and ability to align our interests with those of our clients.

·

Proprietary Data Assets and Market Intelligence.  We have assembled a comprehensive and unique set of data, analytics and market intelligence built over more than 30 years of data collection and analysis, providing insight into the comparative cost and quality of a variety of operational alternatives.

Domain Expertise.  Averaging over 20 years of experience, our strategic consulting teams bring a wealth of industry and domain-specific knowledge and expertise to address our clients’ most complex transformational needs.

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analysis, providing insight into the comparative cost and quality of a variety of operational alternatives.

Global Reach.  We possess practical experience in global business operations, and we understand the significance of interconnected economies and companies. Our resources in the Americas, Europe and Asia Pacific make us a truly global advisory firm able to consistently serve the strategic and implementation needs of our clients.

·

Strong Brand Recognition.  ISG continues to gain marketplace awareness as a leading brand in our industry.  ISG offers integrated solutions to our clients.

·

Global Reach.  We possess practical experience in global business operations, and we understand the significance of interconnected economies and companies. Our resources in the Americas, Europe and Asia Pacific make us a truly global advisory firm able to consistently serve the strategic and implementation needs of our clients.

We believe that the above strengths disclosed above are central to our ability to deal successfully with the challenges that we face.advise and support our clients to address any business challenge.

Our Strategy

We intend to use our competitive strengths to develop new services and products, sustain our growth and strengthen our existing market position by pursuing the following strategies:

·

Preserve and Expand Our Market Share Positions.  We expect the trend toward globalization and greater operating efficiency and technological innovation to play an increasing role in the growth in demand for our services. We plan to leverage our combined operating platform to serve the growing number of private and public sector organizations utilizing outside advisors when undertaking transformational projects. We are focused on growing our existing client base by offering integrated solutions that combine our multiple services and capabilities.  In addition, we will seek to continue to expand our products and services and the geographic markets we serve opportunistically as global competition spurs demand for cost savings and value creation.

Preserve Our Financial Positions.  In our pursuit of the Company’s growth initiatives, we are committed to maintaining a strong financial position with flexibility and liquidity. The priorities for uses of available cash include payment of dividends, funding growth, repurchases of shares and debt reduction. In addition, we expect our cash flow generation and a solid balance sheet to support the current financial strategy.

·

Strengthen Our Industry Expertise.  We strive to continue tostrengthen our market-facing organization to drive increased revenue around 9 global industries: Banking and Financial Services, Consumer Services, Energy and Utilities, Health Sciences, Insurance, Manufacturing, Media and Technology Software and Services, Private Equity and Public Sector.  

·

Aggressively Expand Our Market Focus.  We are seeking to drive our service portfolio and relationships with clients further into Digital Advisory Services, including Generative AI, Automation, Business Advisory Services, Strategy, Data & Analytics, Transition and Organizational Change and Network & Software Advisory. These are all areas in which we are investing additional focus to drive increased revenues and expanded relationships with clients.

Preserve and Expand Our Market Share Positions.  We expect the trend toward globalization and greater operating efficiency and technological innovation to play an increasing role in the growth of demand for our services.  We plan to leverage our combined operating platform to serve the growing number of private and public enterprises utilizing outside advisors when undertaking transformational projects. In addition, we will seek to continue to expand our products and services and the geographic markets we serve opportunistically as global competition spurs demand for cost savings and value creation.

Strengthen Our Industry Expertise.  We have strengthened our market facing organization to drive increased revenue around seven key areas — (i) Banking and Financial Services; (ii) Insurance; (iii) Manufacturing, Communications and Multimedia; (iv) Energy, Life Sciences and Healthcare;  (v) Technology; (vi) Travel, Retail and Enterprise; (vii) Private Equity; and (viii) Public Sector/Government.

Expand Geographically.  Historically, we generated the majority of our revenues in North America.  Beginning in 2011, we made significant investments in Europe and Asia Pacific to capitalize on emerging demand for advisory, benchmarking and analytical insight in these geographic regions. The acquisition of Compass, CTP, CCI and Experton expanded our geographic reach, particularly in Europe and Australia.  The acquisitions of Saugatuck, TracePoint and Alsbridge increased the amount of our revenues we generated in North America.

Aggressively Expand Our Market Focus.  We are seeking to drive our service portfolio and relationships with clients further into: Digital Advisory Services including Cloud Solutions, Automation, Business Advisory Services, Strategy, Data & Analytics, Transition and Organization & Operations are all areas where we are investing additional focus to drive increased revenues and expanded relationships with clients.

Further Develop Digital and Cloud Competency.  There is a nexus of distinct, yet complementary, technology trends that are creating a perfect storm of disruption for some companies. Among the most significant technology trends are the speed with which products get to market, large‑scale digitization, the efficiency of the cloud and the immediacy with which new disruptors can become omnipresent. ISG plans to expand resources and intellectual property (“IP”) around digitization and the cloud. Digitization is the ‘softwarization’ of business. Processes that were once executed over

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analog channels (such as phone and ‘real life’) increasingly happen over software. Also, digitization has elevated the profile of software. Software no longer merely supports business processes, but is central to the enterprise strategy.digitization.  Our purpose in the digital marketplace is to be thea trusted advisor, guiding our clients through the digital transformation toward practical innovation of their business models, leveraging strategic partners, emerging technology and thought leadership.

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Our digital services now span a volume of offerings and have become embedded as part of even our traditional transaction service.services. Advancements continue to be made to further ‘digitize’ further our traditional services. For example, transactionwe continue to modernize our traditional sourcing services have been fully modernizedto bring agility, nimbleness and AI capability to the process of sourcing, RFPs and contracting. Our ISG Tango sourcing platform is a unique and comprehensive solution that helps enterprises and public sector organizations to quickly evaluate their business requirements, identify desired outcomes, fast-track the provider identification and selection process, collaborate with providers on developing the launchright solution, get to a signed contract and transition operations faster than before.

ISG continues to expand its Supplier and Contract Management capabilities powered by the GovernX® platform, the market’s leading vendor compliance and risk management digital solution. This service provides clients a strategic and disciplined approach to managing supplier relationships and large contract portfolios.  These services assist clients with improving supplier performance, reducing spend, mitigating third party risk, and managing/collaborating/innovating with their supplier base.  Based on ISG’s 25 years of ISG FutureSourceTM in October which incorporates digital tools and methods used to supportmanaging relationships on behalf of our clients, inwe have a unique and robust dataset that enables ISG to partner with clients to deliver improvements to their business processes and to benchmark the digital ageperformance of sourcing.  Further, withtheir operations to the launch ofbroader market.  ISG GovernXTM at mid-year, leverages cognitive technology to automate the management of third-party supplier relationships, including contract and project lifecycles and risk management. Enterprises can leverage the platform to deliver more value from their outsourcing spend.  ISG Governance Services now are deployed using automation, cognitiveGovernX users can easily manage new contracts and proactive renewals, make timely amendments and handle contract terminations—all on one platform. The platform delivers easy integration with other digital technologiesenterprise applications, such as ServiceNow, and is tightly connected to greatly enhance the value and quality of service given to our clients.  Our digital serviceISG Research offerings, expanded in 2017 to include RPA strategy, feasibilitysuch as benchmarks, assessments and implementation services.total-cost-of-ownership evaluations. Additionally, ISG GovernX clients can mitigate supply chain risks and ensure business continuity by reviewing and validating their providers’ business and IT continuity plans and procedures. ISG GovernX includes real-time third-party risk management capabilities, including integrated data feeds and real-time alerts, which are increasingly important as provider ecosystems grow more complex, introducing more risk to the enterprise, and threats against supply-chain integrity become more diverse. In addition to monitoring the operational performance and financial viability of their suppliers, ISG GovernX helps enterprises address a range of other internal and external risks, from data security and regulatory issues, to adverse environmental, health and geopolitical events, to social responsibility, diversity and inclusion considerations.

Expand Emerging Services.  The focus will be on creating repeatable methods usedWe continue to drive growthinvest in ISG Inform™ 2.0, an enhanced version of emerging services including RPA, Engineering Servicesour data-as-a-service solution that provides benchmarking capability to track digital transformation and Service Providers asapplication development maturity and performance against industry peers. ISG Inform 2.0 provides a Business.quantified view of the health of the user’s enterprise IT landscape through a series of easy-to-read visual dashboards that display key performance indicators for infrastructure, applications and digital capabilities compared with industry peers. Data and insights are drawn from the ISG sourcing database.

1.RPA Services:   With the acquisition of Alsbridge, ISG’s capabilities and service offerings now include implementation services for RPA.  The RPA market size is expected to grow significantly over the next few years.  RPARobotic Process Automation coupled with Generative AI is fundamentally reshaping the world of Information Technology Outsourcing (“ITO”) and Business Process Outsourcing (“BPO”). Increasingly mature RPA solutions areway businesses work. Automation is increasingly enabling automated 24/7/365 execution of business processes at a fraction of the cost of human equivalents, as well as the potentialleading to dramatically reengineerdramatic improvements in process execution and improve key business processes. We help customers and service providers navigate the myriad risks and seize the significant transformational opportunities offered by robotics and automation.  Our solutions will work to optimize repetitive processes using ‘bots’ insteadcost models. The addition of human labor.  RPA services will continue to be marketed by industry (e.g. claims processing for insurance) and by back office functions (e.g. accounting).

2.Engineering Services:  We will continue to advance our position, bringing together solutions that leverage digital advancements for engineering services. Our digitally focused engineering services of the futureGenerative AI will allow ourcompanies to automate “high touch” functions and processes historically requiring human focus.

ISG Automation offers clients a full portfolio of services, including automation and Generative AI assessments and strategy, proof-of-concept deployments, implementation and integration of software bots, and establishment of centers of excellence to rapidly harness the power of Internet of Things (“IoT”), enabling the digitization of products, platformsscale automation, as well as training and processes.managed services.

Expand Emerging Services.  The focus will be on creating repeatable methods used to drive growth of emerging services, including Generative AI; ISG Automation; ISG Network Select™; HR Technology & Transformations; Providers-as-a-Business; ISG Platform; ISG Digital Engineering; ISG Research; and ISG Training-as-a-Service.
1.ISG Generative AI:  ISG is significantly influencing how our clients adopt Generative Artificial Intelligence (GenAI). As these companies transform into AI-powered enterprises, ISG provides crucial buying advice, access to diverse AI technologies and niche implementors via a marketplace, and impartial governance solutions. By offering a comprehensive understanding of various AI providers and platforms, ISG helps companies make informed decisions that align with their specific needs. This strategic advice is essential in an ever-evolving AI landscape.  ISG also assists clients in adapting to these changes by helping them reassess the value of their traditional IT operations and contracts with partners - in the context of AI-enhanced productivity. This reassessment or 'marking to market' is crucial for companies to realize the full benefits of AI integration.

3.HR Technology & Delivery Services: Advances in technology are transforming the business of HR. From intuitive and mobile self-service software to predictive analytics and integrated talent management suites, technological solutions are changing the way leaders acquire, develop and engage their employees. New applications, enhanced functionality and competition among software providers make it difficult to stay on top of this ever-evolving space. ISG provides deep subject matter expertise, market data and financial frameworks to help organizations develop and execute HR technology strategies that are right for them

2.ISG Automation:  ISG’s capabilities and service offerings include implementation services for Robotic Process and Cognitive Automation Technology.  ISG Automation guides clients through the hurdles of adoption, ensuring the optimal future state with best-fit technologies. ISG Automation tailors programs to specific business needs and helps build governance that works inside the culture of our clients. The size of the Automation market is expected to continue to grow significantly over the next few years. Automation is fundamentally reshaping the world of Information Technology Outsourcing and Business Process Outsourcing. Our solutions will work to optimize repetitive processes using ‘bots’

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instead of human labor.  ISG Automation will continue to be marketed by industry (e.g., claims processing for insurance) and by back-office functions (e.g., accounting).
3.ISG Network Select:  This offering helps streamline and simplify how enterprises build their network solutions.  It enables ISG to better meet the growing demand for such leading-edge networking solutions as software-defined networking (SD-WAN, SD-LAN), SD security services, 5G mobility, unified communications-as-a-service (UCaaS) and call center-as-a-service (CCaaS) — which are all critical to enterprise digital transformation. Client demand for networks that are secure, interconnected, interoperable and profitable is rising, as are concerns over security, scale, cost and the complexity of the expanding Internet of Things (“IoT”) landscape. ISG Network Select is designed to help clients find the best solutions, faster, to power their digital transformation initiatives. Clients get access to detailed and current data on their vendor and technology options, insights to help negotiate better pricing, and processes to accelerate ISG Tango networking solutions.
4.HR Technology & Transformations:  Advances in technology are transforming the business of HR. From intuitive and mobile self-service software to predictive analytics and integrated talent management suites, technological solutions are changing the way leaders acquire, develop and engage their employees. New applications, enhanced functionality and competition among software providers make it difficult to stay on top of this ever-evolving space. ISG combines deep subject matter expertise, market data and financial frameworks along with sourcing of technology and service providers to help organizations develop and execute HR technology strategies that are right for them.
5.Providers-as-a-Business:  Historically, ISG had targeted traditional service providers for these types of services, which included a combination of consulting and research solutions. These services include market intelligence, client retention programs, pursuit effectiveness, satisfaction benchmarking, go-to-market consulting and health checks.
6.ISG Platform:  We see growth opportunities in tool-enabling the part of consulting that solves for standard problems. The digital solutioning of ISG will reach its next level as we develop the ISG Platform, an integrated set of software-driven solutions, data and research that will allow us to increase our subscription-based recurring revenues and penetrate new market segments. ISG Inform and ISG GovernX will be at the core of the ISG Platform, as will our new set of offerings that will continue to streamline and digitize the provider selection process. In early 2022, ISG launched ISG Executive Insights™, a market intelligence and data analytics platform that addresses the challenges of managing increasingly complex supplier ecosystems. The new data-analytics-as-a-solution offering is powered by ISG’s market-leading data repository—a comprehensive, curated database of global IT, business process and engineering outsourcing contracts—paired with ISG’s patented IT price benchmarking, market cost intelligence and other analytical tools. We continue to develop and invest in our ISG Platform, which will help us drive recurring revenues.
7.ISG Digital Engineering:  ISG has an opportunity to develop and scale a Digital Engineering capability that meets the growing need of enterprises to integrate information technology, operational technology and engineering technology. Over the past five years, enterprise business models have been shifting from selling products as a one-time transaction to becoming more software-oriented to drive more features and functionality, shifting focus to aftermarket solutions to generate recurring revenues via services (servitization) and enhancing customer experience to increase customer acquisition and retention rates. As companies are reimagining their products and services, Digital Engineering is growing rapidly due to the increasing data and software content of products and processes. Our aim is to become an independent governance and end-to-end transformation partner including the sourcing of engineering system integrators and engineering platforms like SIEMENS and Dassault throughout each client’s digital engineering transformation journey, serving multiple industries with an initial focus on manufacturing.
8.ISG Research:  In today's digital marketplace, ISG helps large enterprises confront emerging challenges, prepare for new opportunities and ensure they stay ahead of competitors. With a powerful mix of advisory, digital transformation and research capabilities, ISG helps close the gap between where enterprises are and where they need to be. ISG Research has a focus on bringing buyers and sellers of technology together, including large service, cloud and software providers. Our advisory business gives ISG Research a unique perspective on the overall technology and sourcing market. Our research not only incorporates what a traditional analyst firm might cover, but also actual feedback and perspectives from practitioners in the market who are helping some of the largest enterprise clients transform their business. ISG tracks over 180,000 unique technology service contracts and measures and writes about more than 4,000 service and software providers each year. This gives us valuable insights into pricing, capabilities and stability. When large enterprises need to evaluate providers, they reach out to ISG Research for a deep understanding of capabilities, pricing, breadth of coverage and past experience. With the rapid pace of technology including GenAI, ISG Research is ready and well-positioned with buyers and sellers to ensure our clients avoid the hype and capitalize on outcomes. 
9.Training-as-a-Service (TaaS):  ISG has launched a subscription-based, recurring revenue service that has lowered training development costs at major clients called Training as a Service (TaaS). Building on this success, ISG offers outsourced managed learning services for organizations with limited resources and growing demand for custom learning content and

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digital learning platforms. These organizations are typically looking for longer-term training support to address the needs of an evolving workforce. ISG TaaS uses an agile approach with rapid content development tools to accelerate training content and digital adoption platforms (DAP) to integrate learning into the daily flow of work. Services include training advisory, analysis, strategy, custom development, delivery support, learning software subscription models, learning administration, and learning assessment.
Expand “Recurring Revenue Streams.”  These include such annuity-based ISG offerings as ISG GovernX, ISG Research, Software-as-a-Subscription, ISG Inform and the multi-year Public Sector contracts. All are characterized by subscriptions (i.e., renewal-centric as opposed to project-centric revenue streams) or multi-year contracts.  As companies begin to recognize the importance of managing the post-sourcing transaction period, managed services have emerged as a revenue driver for the Company, with our offerings delivered through multi-year managed services contracts. We believe that our experience with outsourcing transactions and software implementation initiatives makes us uniquely equipped to provide research insight and direct support to help our clients manage their transformational projects or act as a third-party administrator.  We will continue to pursue opportunities to leverage our experience to make research and managed services an even greater revenue generator for us. The U.S. public sector, particularly state governments, local municipalities and higher education, presents a significant opportunity to ISG. Systems are typically outdated; maintenance is expensive and the workforce charged with maintenance is aging. There is a need to refurbish systems to reduce the cost of operations (particularly because governments’ tax revenues are under pressure). We are well-positioned as a third party, objective advisory group with no affiliation to the software providers.  ISG will continue to invest in the digitization of these services, driving increased automation, greater profitability and even more value for our clients.
Consider Acquisitions and Other Growth Opportunities.  The business services, information and advisory market is highly fragmented.  We believe we are well-positioned to leverage our leading market positions and strong brand recognition to expand through acquisitions and other growth opportunities. Acquiring firms with complementary services and products would allow us to further develop and broaden our service offerings and domain expertise.  We will consider and may pursue opportunities to enter joint ventures and to buy or combine with other businesses.

Expand “Recurring Revenue Streams.”  This includes Managed Services, Research,  software as a subscription, benchmarking as a subscription and the U.S. Public Sector. All are characterized by subscriptions (i.e., renewal‑centric as opposed to project centric revenue streams) or multi‑year contracts.  As companies begin to recognize the importance of managing the post‑sourcing‑transaction period, managed services has emerged as a revenue driver for us where our offerings are delivered through multi‑year managed services contracts. We believe that our experience with outsourcing transactions and software implementation initiatives make us uniquely equipped to provide research insights and direct support to help our clients manage their transformational projects or act as a third‑party administrator.  We will continue to pursue opportunities to leverage our experience to make research and managed services an even greater revenue generator for us. The U.S. public sector, particularly state governments, local municipalities, and higher education—presents a significant opportunity to ISG. Systems are typically outdated, maintenance is expensive, and the workforce charged with maintenance is ageing. There is a need to refurbish systems to reduce the cost of operations (particularly because governments’ tax revenues are under pressure). We are well-positioned as a third party, objective advisory group with no affiliation to the software providers.  ISG will continue to invest in the digitization of these services, driving up automation, greater profitability and even more value for our clients.

Consider Acquisition and Other Growth Opportunities.  The business services, information and advisory market is highly fragmented.  We believe we are well‑positioned to leverage our leading market positions and strong brand recognition to expand through acquisitions. Acquiring firms with complementary services and products allows us to further develop and broaden our service offerings and domain expertise.  We will consider and may pursue opportunities to enter into joint ventures and to buy or combine with other businesses.

Retool Our Resource and Delivery Model.  The goal is to evolve our workforce to achieve a more efficient distribution of resources globally and a more flexible staffing model. This will provide ISG’s clients with better value for their money while also improving ISG’s margins.

Our Proprietary Data Assets and Market Intelligence

One of our core assets is the information, data, analytics, methodologies and other intellectual property the Company possesses. This intellectual property underpins the independent nature of our operational assessments, strategy development, deal‑deal structuring, negotiation and other consulting services we provide to our clients.

With each engagement we conduct, we enhance both the quantity and quality of the intellectual property we employ on behalf of our clients, thus providing a continuous, evolving and unique source of information, data and analytics.

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This intellectual property is proprietary, and we rely on multiple legal and contractual provisions and devices to protect our intellectual property rights.  We recognize the value of our intellectual property and vigorously defend it.  As a result, the Company maintains strict policies and procedures regarding ownership, use and protection of our intellectual property with all parties, including our employees.

Clients

We operate in over 20 countries and across numerous industries. Our private sector clients operate primarily in the manufacturing, banking and financial services, telecommunications, healthcare and pharmaceuticals, manufacturing, transportation and travel andinsurance, health sciences, energy and utilities and consumer services industries.  Our private sector clients are primarily large businesses ranked in the Forbes Global 2000 companies annually. Our public sector clients are primarily state and local governments (cities and counties) and authorities (airport and transit) in the United States and national and provincial government units in the United Kingdom, Italy and Australia.

Competition

Competition in the sourcing, data, information and advisory market is primarily driven by independence and objectivity, expertise, possession of relevant benchmarking data, breadth of service capabilities, reputation and price. We compete with other sourcing advisors, research firms, strategy consultants and sourcing service providers. A significant number of independent sourcing and advisory firms offer similar services. Inservices to us. We believe we set ourselves apart with our view, however, these firms generally lack the benchmarking data, scale and diversity of expertise that we possess. In addition, most research firms do not possess the data repository of recent, comparable transactions and benchmarking data. Management consultants bring strategic service capabilities to the sourcing and advisory market. However, they generally lack thedata, our depth of experience that sourcing, data and advisory firms such as ISG possess. In addition, management consultants do not possess theour sourcing and technology implementation expertise, nor the benchmarking data capabilities thatall of which are critical to implementing and managing successful transformationaltransformation projects for businessesbusiness and governments. Other service providers often lack the depth of experience, competitive benchmarking data and independence critical to playing the role of “trusted advisor” to clients.

Employees

As of December 31, 2017,2023, we employed 1,2481,518 people worldwide.

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Our employee base includes executive management, service leads, partners, directors, advisors, analysts, technical specialists and functional support staff.

We recruit advisors from service providers and consulting firms with direct operational experience. These advisors leverage extensive practical expertise derived from experiences in corporate leadership, consulting, research, financial analysis, contract negotiations and operational service delivery.

All employees are required to execute confidentiality, conflict of interest and intellectual property agreements as a condition of employment. There are no collective bargaining agreements covering any of our employees.

Our voluntary advisor turnover rate has ranged between 8%12% and 17%15% over the last three years.

Human Capital Management

ISG strives to employ the brightest, most innovative people in the industry, so that we can provide world-class solutions to our clients. Employees at ISG are anchored in our core values, which include trust, integrity, respect, diversity, passion, entrepreneurship, balance and mentorship.

Our more than 1,500 employees, located in over 20 countries with more than one-fourth in the United States, perform a variety of different roles. We are participants in the competitive research and advisory industries. Attracting, developing and retaining talented people in advisory, research and other positions is critical to executing on our strategy. Our ability to compete effectively depends upon a number of factors, including learning opportunities, compensation/benefits, work environment, career opportunities and a culture of inclusivity. To make this happen, we have certain programs, training, policies and practices in place, including the following:

Diversity/Inclusion

ISG believes a key to our success is our value of diverse backgrounds, experiences and cultures. Our employees function within a collaborative community that welcomes varied ideas and styles. These diverse perspectives produce enhanced results for our clients and result in a preferred place to work.

We exhibit our commitment to diversity and inclusion through our hiring practices, opportunities for learning and advancement and the distribution of rewards. Through efforts such as our Inclusion, Diversity, Equity and Awareness (IDEA) team and Women-In-Digital industry group, we are able to help in the identification and advancement of diverse talent. We strive to provide a culture where each employee is able to bring their whole self to work. While we have made progress in our workforce diversity representation, we seek to continually improve in this area.  

ISG WorkLife

We have also introduced ISG WorkLife, which is a series of progressive, best practice, Next-Gen HR offerings designed to improve the quality of our work-life experience, while helping us achieve our firm-wide objectives.  ISG believes this will help us attract and retain productive talent.  Some of the key offerings here include:

ISG Cares, our enhanced volunteering program, which, among other things, provides employees paid time off to attend to charitable pursuits.
ISG Academy, our global learning and development program.
ISG Aspire, our global mentoring program.
ISG iRefer, which allows the Company to attract talent through employee referrals, for which employees may earn referral bonuses.
ISG iTime, which provides flexible paid time off arrangements for employees in certain countries.
ISG Brand Ambassador, whichhighlights and encourages our people’s community support and charitable pursuits while elevating the firms global brand.

We understand that employees have varied interests both in and outside of the workplace. These programs, and others under ISG WorkLife, provide employees with the opportunity to pursue these activities. This allows us to attract and retain productive employees and enhance diverse perspectives.

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Environmental Social and Governance (ESG)

The ISG Environmental Social and Governance program was developed with corporate commitment and accountability on a global level in mind. The program has oversight and executive support to drive real, positive change in alignment with our value and policies, ultimately enabling us to maximize impact and value.

Our ISG Go Green program speaks to the Environmental pillar of ESG. This program seeks to reduce our carbon footprint via awareness and education initiatives that share green practices for ISG employees in both virtual and physical offices. Additionally, ISG is developing measurable carbon reduction best practices that align with our goals for sustainable business operations. Since 2021, we have offset the carbon generated by ISG employee travel and continue to seek ways to pivot to green energy for our physical locations. Our environmental work is centered around three core concepts: compliance with eco-friendly laws and best practices, prevention of waste, pollution and carbon emissions and continuous, measurable improvement.

The IDEA (Inclusion, Diversity, Equity and Awareness) program is the foundation for our Social pillar. Beyond our core Diversity, Equity and Inclusion (DEI) activities, ISG has sub-groups that devote focus to uplifting women in digital, maintaining equitable recruitment, building our supplier diversity and volunteering through our global ISG Cares team. At ISG, we do not just accept difference — we celebrate it, and we thrive on it for the benefit of our employees, our clients and our communities. We commit to building a team that represents a variety of backgrounds, perspectives and skills. ISG is proud to be an equal opportunity workplace, and we are committed to creating an inclusive environment for all employees. Our work in the social pillar is based on ISG values of trust, integrity, respect and diversity, made tangible in our business practices, modern slavery statement and fair labor policies.

For the Governance pillar, ISG has a well-established set of policies, governing bodies and independent validation measures. ISG is governed on a day-to-day basis by our internal international executive board, which meets weekly. ISG also receives governance and support from an external board of directors (“the Board of Directors”). We maintain procedures, policies and codes of conduct around ethical business practices, whistleblowing, suppliers, data protection, information security, privacy, confidentiality, employee comportment and travel. With regard to cybersecurity, we regularly provide training, reporting and scans in compliance with our ISO-27001 certifications and best practices. Every year, our employees attest to reviewing our global policies via digital signature, including in 2023 a new policy regarding the acceptable use of generative automated intelligence.

Learning

ISG’s success depends on the knowledge and productivity of its employees.  To that end, the Company invests a significant amount of time and money into providing development opportunities. Our ISG Academy is robust in offering learning in such topics specific to the employee’s industry and functional areas, leadership and people management, certifications and software and technical skills, among others.  In 2023, most learning was virtual; there were over 1,200 digital certified professionals that participated in various sessions, devoting a total of more than 45,000 hours to learning and development.

Available Information

Our Internet address is www.isg‑one.comwww.isg-one.com. The content on our website is available for informationinformational purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Form 10‑K10-K or any other filings. We make available through our Internet website under the heading “Investor Relations,”link titled “Investors” our annual report on Form 10‑K,10-K, quarterly reports on Form 10‑Q,10-Q and current reports on Form 8‑K8-K, including any amendments or exhibits thereto, as soon as reasonably practicable after we electronically file any such materials with the Securities and Exchange Commission.Commission (the “SEC”). Copies of our key corporate governance documents, including our Code of Ethics and Business Conduct for Directors, Officers and Employees, Corporate Governance Guidelines and charters for our Audit Committee, our Nominating and Corporate Governance Committee and our Compensation Committee, are also on our website. Stockholders may request free copies of these documents, including our Annual Report to Stockholders, by writing to Information Services Group, Inc., Two Stamford Plaza, 281 Tresser Boulevard,2187 Atlantic Street, Stamford, CT 06901,06902, Attention: David E. Berger,Michael A. Sherrick, or by calling (203) 517‑3100.517-3100.

Our annual and quarterly reports and other information statements are also available to the public through the SEC’s website at www.sec.gov. In addition, the Notice

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Item 1A.  Risk Factors

We operate in a highly competitive and rapidly changing environment that involves numerous risks and uncertainties, some of which are beyond our control. In addition, we and our clients are affected by global economic conditions and trends. The following sections address significant factors, events and uncertainties that make an investment in our securities risky. We urge you to consider carefully the factors described below and the risks that they present for our operations, as well as the risks addressed in other reports and materials that we file with the SEC and the other information included or incorporated by reference in this Form 10-K. When the factors, events and contingencies described below or elsewhere in this Form 10-K materialize, there could be a material adverse impact on our business, prospects, results of operations, financial condition and cash flows, any of which could have a potential negative effect on the trading price of our common stock. Additional risks not currently known to us or that we now deem immaterial may also harm us and negatively affect your investment. In addition to the effects of the global economic and geopolitical climate on our business and operations discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from the global economic and geopolitical climate may give rise to or amplify many of these risks discussed below. Risks in this section are grouped in the following categories: (1) risks related to outstanding debt; (2) risks related to acquisitions; (3) strategy and operation risks; (4) risks related to management and employees; (5) macroeconomic risks; (6) risks related to data, cybersecurity and confidential information; and (7) general risk factors. Many risks affect more than one category, and the risks are not in order of significance or probability of occurrence because they have been grouped by categories.

Risks Related to Outstanding Debt

We have a substantial amount of debt outstanding, which may limit our ability to fund general corporate requirements and obtain additional financing, limit our flexibility in responding to business opportunities and competitive developments and increase our vulnerability to adverse economic and industry conditions and changes in our debt rating.

On December 1, 2016,February 22, 2023, the Company entered into an amended and restated its senior secured credit facility comprised of a $110.0 million term loanto increase the revolving commitments per the revolving facility and a $30.0 million revolving credit facility, amending and restating the senior secured credit facility entered into on May 3, 2015 (“Amended and Restated(the “2023 Credit Agreement”).  Each of the from $54.0 million to $140.0 million and eliminate its term loan facility and revolving credit facility has a maturity date of December 1, 2021 (“Maturity Date”).  The Term Loan is repayable in four consecutive quarterly installments of $1,375,000 each, commencing March 31, 2017, followed by eight consecutive quarterly installments in the amount of $2,062,500 each, commencing March 31, 2018, followed by seven consecutive quarterly installments of $2,750,000 each, commencing March 31, 2020 and a final payment of the outstanding principal amount of the Term Loan on the Maturity Date.loan. As a result of the substantial fixedvariable costs associated with the debt obligations, we expect that:

a decrease in revenues will result in a disproportionately greater percentage decrease in earnings;

we may not have sufficient liquidity to fund all of these variable costs if our revenues decline or costs increase;

we may have to use our working capital to fund these variable costs instead of funding general corporate requirements, including capital expenditures;

we may not have sufficient liquidity to respond to business opportunities, competitive developments and adverse economic conditions; and

our results of operations will be adversely affected if interest rates increase because, based on our current outstanding borrowings in the amount of $79.2 million as of December 31, 2023, a 1% increase in interest rates would result in a pre-tax impact on earnings of approximately $0.8 million per year.

a decrease in revenues will result in a disproportionately greater percentage decrease in earnings;

we may not have sufficient liquidity to fund all of these fixed costs if our revenues decline or costs increase;

we may have to use our working capital to fund these fixed costs instead of funding general corporate requirements, including capital expenditures;

we may not have sufficient liquidity to respond to business opportunities, competitive developments and adverse economic conditions; and

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our results of operations will be adversely affected if interest rates increase because, based on our current outstanding borrowings in the amount of $109.5 million, a 1% increase in interest rates would result in a pre‑tax impact on earnings of approximately $1.1 million per year.

These debt obligations may also impair our ability to obtain additional financing, if needed, and our flexibility in the conduct of our business. Our indebtedness under the senior secured revolving credit facility is secured by substantially all of our assets, leaving us with limited collateral for additional financing. Moreover, the terms of our indebtedness under the senior secured revolving credit facility restrict our ability to take certain actions, including the incurrence of additional indebtedness, mergers and acquisitions, investments and asset sales. Our ability to pay the fixed costs associated with our debt obligations will depend on our operating performance and cash flow, which in turn depend on general economic conditions and the advisory services market. A failure to pay interest or indebtedness when due could result in a variety of adverse consequences, including the acceleration of our indebtedness.  In such a situation, it is unlikely that we would be able to fulfill our obligations, under or repay the accelerated indebtedness or otherwise cover our fixed costs. As of December 31, 2017,2023, the total principal outstanding under the term loan facility and revolving credit facility was $104.5 million and $5.0 million, respectively.$79.2 million.

Our failure to comply with the covenants in our credit agreement could materially and adversely affect our financial condition and liquidity.

Our credit agreement contains financial covenants requiring that we maintain, among other things, certain levels of debtleverage and interest coverage and fixed charges.ratios. Poor financial performance could cause us to be in default of these covenants.  While we were in compliance with these covenants atas of December 31, 2017,2023, there can be no assurance that we will remain in compliance in the future. If we fail to comply with the covenants in our credit agreement, this could result in our havingwe may have to seek an amendment or waiver from our lenders to avoid the termination of their commitments and/or the acceleration of the maturity of outstanding amounts under the credit facility. The cost of our obtaining an amendment or waiver could be significant, and further, there can be no assurance that we would be able to obtain an amendment or waiver.

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If our lenders were unwilling to enter into an amendment or provide a waiver, all amounts outstanding under our credit facility would become immediately due and payable.

Our variable rate indebtedness will subject us to interest rate risk, which could cause our annual debt service obligations to increase significantly.

Borrowing under our credit facility bears interest at a rate per annum equal to either (i) the “Base Rate” (which is the highest of (a) the rate publicly announced from time to time by the administrative agent as its “prime rate,” (b) the Federal Funds Rate plus 0.5% per annum and (c) Term SOFR, plus 1.0%), plus the applicable margin (as defined below) or (ii) Term SOFR (which is the Term SOFR screen rate for the relevant interest period plus a credit spread adjustment of 0.10%) as determined by the administrative agent, plus the applicable margin. The applicable margin is adjusted quarterly based upon the Company’s consolidated leverage ratio. If interest rates increase, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our cash flows could be adversely affected. An increase in debt service obligations under our variable rate indebtedness could affect our ability to make payments required under the terms of our credit facility.

Risks Related to Acquisitions

We have risks associated with acquisitions or investments.

Since our inception, we have expanded through acquisitions. In the future, we plan to pursue additional acquisitions and investments as opportunities arise.  We may not be able to successfully integrate businesses that we have acquired, or may acquire in the future without substantial expense, delays or other operational or financial problems. We may not be able to identify, acquire or profitably manage additional businesses.  If we pursue acquisition or investment opportunities, these potential risks could disrupt our ongoing business, result in the loss of key customers or personnel, increase expenses and otherwise have a material adverse effect on our business, results of operations and financial condition.

Difficulties in integrating businesses we have acquired, or may acquire in the future, may demand time and attention from our senior management.

Integrating businesses we have acquired, or may acquire in the future, may involve unanticipated delays, costs and/or other operational and financial problems. In integrating acquired businesses, we may not achieve expected economies of scale or profitability or realize sufficient revenue to justify our investment.  If we encounter unexpected problems as we try to integrate an acquired firm into our business, our management may

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be required to expend time and attention to address the problems, which would divert their time and attention from other aspects of our business.

Strategy and Operation Risks

Our operating results have been, and may in the future be, adversely affected by worldwide economic conditions and credit tightening.

Our results of operations are affected by the level of business activity of our clients, which in turn is affected by the level of economic activity in the industries and markets that they serve. A decline in the level of business activity of our clients, such as the impact of a pandemic, inflation, slowing growth, rising interest rates and recession, could have a material adverse effect on our revenue and profit margin. Future economic conditions could cause some clients to reduce or defer their expenditures for consulting services. We have implemented and will continue to implement cost‑savingscost-savings initiatives to manage our expenses as a percentage of revenue. However, current and future cost‑managementcost-management initiatives may not be sufficient to maintain our margins if the economic environment should weaken for a prolonged period.

The rate of growth in the broadly defined business information services &and advisory sector and/or the use of technology in business may fall significantly below the levels that we currently anticipate.

Our business is dependent upon continued growth in sourcing activity, the use of technology in business by our clients and prospective clients and the continued trend towards sourcing of complex information technology and business process tasks by large and small organizations. If sourcing diminishes as a management and operational tool, the growth in the use of technology slows down or the cost of sourcing alternatives rises, our business could suffer. Companies that have already invested substantial resources in developing in‑housein-house information technology and business process functions may be particularly reluctant or slow to move to a sourcing solution that may make some of their existing personnel and infrastructure obsolete.

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Our engagements may be terminated, delayed or reduced in scope by clients at any time.

Our clients may decide at any time to abandon, postpone and/or to reduce our involvement in an engagement. Our engagements can be terminated, or the scope of our responsibilities may be diminished, with limited advance notice. If an engagement is terminated, delayed or reduced unexpectedly, the professionals working on the engagement could be underutilized until we assign them to other projects. Accordingly, the termination or significant reduction in the scope of a single large engagement, or multiple smaller engagements, could harm our business results.

Our operating results may fluctuate significantly from period to period as a result of factors outside of our control.

We expect ourOur revenues and operating results tomay vary significantly from accounting period to accounting period due to factors including:

fluctuations in revenues earned on contracts;

commencement, completion or termination of engagements during any particular period;

additions and departures of key advisors;

transitioning of advisors from completed projects to new engagements;

seasonal trends;

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introduction of new services by us or our competitors;

changes in fees, pricing policies or compensation arrangements by us or our competitors;

strategic decisions by us, our clients or our competitors, such as acquisitions, divestitures, spin‑offs,spin-offs, joint ventures, strategic investments or changes in business strategy;

global economic and political conditions and related risks, including acts of terrorism;terrorism, war, such as the war in Ukraine and the conflict in the Middle East, pandemics, inflation, slowing growth, rising interest rates and recession; and

conditions in the travel industry that could prevent our advisors from traveling to client sites.

We depend on project‑basedproject-based advisory engagements, and our failure to secure new engagements could lead to a decrease in our revenues.

Advisory engagements typically are project‑based.project-based. Our ability to attract advisory engagements is subject to numerous factors, including the following:

delivering consistent, high‑qualityhigh-quality advisory services to our clients;

tailoring our advisory services to the changing needs of our clients;

matching the skills and competencies of our advisory staff to the skills required for the fulfillment of existing or potential advisory engagements; and

maintaining a global business operation.

Any material decline in our ability to secure new advisory arrangements could have an adverse impact on our revenues and financial condition.

If we are unable to achieve or maintain adequate utilization for our consultants, our operating results could be adversely impacted.

Our profitability depends to a large extent on the utilization of our consultants. Utilization of our consultants is affected by a number of factors, including:

additional hiring of consultants because there is generally a transition period for new consultants;

the number and size of client engagements;

the unpredictability of the completion and termination of engagements;

our ability to transition our consultants efficiently from completed engagements to new engagements;

unanticipated changes in the scope of client engagements or unexpected terminations of client engagements; and

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our ability to maintain an appropriate level of consultants by forecasting the demand for our services.

We could lose money on our fixed‑feefixed-fee or capped-fee contracts.

As part of our strategy, from time to time, we enter into fixed feefixed-fee contracts, in addition to contracts based on payment for time and materials.materials with capped fees. Because of the complexity of many of our client engagements,

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accurately estimating the cost, scope and duration of a particular engagement can be a difficult task. If we fail to make accurate estimates, we could be forced to devote additional resources to these engagements for which we will not receive additional compensation. ToWhile losses on our fixed-fee contracts are rare, to the extent that an expenditure of additional resources is required on an engagement, this could reduce the profitability of, or result in a loss on, the engagement.

Our contracts with contingent-based revenue may cause unusual variations in our operating results.

As part of our strategy, from time to time, we earn incremental revenues, in addition to hourly or fixed feefixed-fee billings, which are contingent on the attainment of certain contractual milestones or objectives.  Because it is uncertain when the milestones or objectives will be achieved, if ever, any such incremental revenues may cause unusual variations in quarterly revenues and operating results.  Also, whether any contractual milestones or objectives are achieved may become subject to dispute.

We may not be able to maintain our existing services and products.

We operate in a rapidly evolving market, and our success depends upon our ability to deliver high qualityhigh-quality advice and analysis to our clients. Any failure to continue to provide credible and reliable information and advice that is useful to our clients could have a significant adverse effect on future business and operating results. Further, if our advice proves to be materially incorrect and the quality of service is diminished, our reputation may suffer and demand for our services and products may decline. In addition, we must continue to improve our methods for delivering our products and services in a cost‑effectivecost-effective manner.

The market price of our common stock may fluctuate widely.

The market price of our common stock could fluctuate substantially due to:

future announcements concerning us or our competitors;

quarterly fluctuations in operating results;

announcements of acquisitions or technological innovations;

changes in earnings estimates or recommendations by analysts; or

current market volatility.

In addition, the stock prices of many business and technology services companies fluctuate widely for reasons which may be unrelated to operating results. Fluctuation in the market price of our common stock may impact our ability to finance our operations and retain personnel.

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Expanding our service offerings may not be profitable.

We may choose from time to time to develop new service offerings because of market opportunities or client demands. Developing new service offerings involves inherent risks, including:

a lack of market understanding;

competition from more established market participants;

our inability to estimate demand for the new service offerings; and

unanticipated expenses to hire qualified consultants and to market our new service offerings.

If we cannot manage the risks associated with new service offerings effectively, we are unlikely to be successful in these efforts, which could harm our ability to sustain profitability.

We may not have the ability to develop and offer the new services and products that we need to remain competitive.

Our future success will depend in part on our ability to offer new services and products. To maintain our competitive position, we must continue to enhance and improve our services and products, develop or acquire new services and products in a timely manner and appropriately position and price new services and products relative to the marketplace and our costs of producing them. These new services and products must successfully gain market acceptance by addressing specific industry and business sectors and by anticipating and identifying changes in client requirements.  The process of researching, developing, launching and gaining client acceptance of a new service or product, or assimilating and marketing an acquired service or product, is risky and costly. We may not be able to introduce new, or assimilate acquired, services and products successfully. Any failure to achieve successful client acceptance of new services and products could have an adverse effect on our business results.

We may fail to anticipate and respond to market trends.

Our success depends in part upon our ability to anticipate rapidly changing technologies and market trends and to adapt our advice, services and products to meet the changing sourcing advisory needs of our clients. Our clients regularly undergo frequent and often dramatic changes.  That environment of rapid and continuous change presents significant challenges to our ability to provide our clients with current and timely analysis, strategies and advice on issues of importance to them. Meeting these challenges requires the commitment of substantial resources.  Any failure to continue to respond to developments, technologies and trends in a manner that meets market needs could have an adverse effect on our business results.

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We may be unable to protect important intellectual property rights.

We rely on copyright and trademark laws, as well as nondisclosure and confidentiality arrangements, to protect our proprietary rights in our methods of performing our services, our data and our tools for analyzing financial and other information. There can be no assurance that the steps we have taken to protect our intellectual property rights will be adequate to deter misappropriation of our rights or that we will be able to detect unauthorized use and take timely and effective steps to enforce our rights. If substantial and material unauthorized uses of our proprietary methodologies, data and analytical tools were to occur, we may be required to engage in costly and time‑consumingtime-consuming litigation to enforce our rights. There can be no assurance that we would

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prevail in such litigation. If others were able to use our intellectual property or were to independently develop our methodologies or analytical tools, our ability to compete effectively and to charge appropriate fees for our services may be adversely affected.

We face competition and our failure to compete successfully could materially adversely affect our results of operations and financial condition.

The business information services and advisory sector is highly competitive, fragmented and subject to rapid change. We face competition from many other providers ranging from large organizations to small firms and independent contractors that provide specialized services. Our competitors include any firm that provides sourcing or benchmarking advisory services, IT strategy or business process consulting, which may include a variety of consulting firms, service providers, niche advisors and, potentially, advisors currently or formerly employed by us. Some of our competitors have significantly more financial and marketing resources, larger professional staffs, closer client relationships, broader geographic presencepresences or more widespread recognition than us.

In addition, limited barriers to entry exist in the markets in which we do business. As a result, additional new competitors may emerge, and existing competitors may start to provide additional or complementary services. There can be no assurance that we will be able to successfully compete against current and future competitors and our failure to do so could result in loss of market share, diminished value in our products and services, reduced pricing and increased marketing expenditures. Furthermore, we may not be successful if we cannot compete effectively on quality of advice and analysis, timely delivery of information, client service or the ability to offer services and products to meet changing market needs for information, analysis or price.

We derive a significant portion of our revenues from our largest clients and could be materially and adversely affected if we lose one or more of our large clients.

Our 25 largest clients accounted for approximately 33% and 35% of revenue in 2023 and 2022, respectively.  If one or more of our large clients terminate, significantly reduce their engagement or fail to remain a viable business, then our revenues could be materially and adversely affected. In addition, sizable receivable balances could be jeopardized if large clients fail to remain a going concern.

Risks Related to Management and Employees

The loss of key executives could adversely affect our business.

The success of our business is dependent upon the continued service of a relatively small group of key executives, including Mr.Michael P. Connors, Chairman and Chief Executive Officer; Mr. Berger,Todd D. Lavieri, Vice Chairman and President – ISG Americas and Asia Pacific; Michael A. Sherrick, Executive Vice President and Chief Financial Officer; and Mr.Thomas S. Kucinski, Executive Vice President and Chief Human Resources Officer, among others.

Although we currently intend to retain our existing management, we cannot assure you that such individuals will remain with us for the immediate or foreseeable future.  The unexpected loss of the services of one or more of these executives could adversely affect our business.

We rely heavily on key members of our management team.

We are dependent on our management team. We grant restricted stock units (“RSUs”) from time to time to key employees and, in connection with such grants, require recipients to execute a restrictive covenant agreement. Vested and unvested RSUs will be forfeited upon any violation of the restrictive covenant agreement. We may not be able to retain these managers and may not be able to enforce the restrictive covenants. If we were to lose a number of key members of our management team and were unable to replace these people quickly, we could have difficulty maintaining our growth and certain key relationships with large clients and face competition from these former managers if the restrictive covenants are unenforceable.

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We depend upon our ability to attract, retain and train skilled advisors and other professionals.

Our business involves the delivery of advisory and consulting services. Therefore, our continued success depends in large part upon our ability to attract, develop, motivate, retain and train skilled advisors and other professionals who have advanced information technology and business processing domain expertise, financial analysis skills, project management experience and other similar abilities.  These advisors could resign and join one of our competitors or provide sourcing advisory services to our clients through their own ventures.

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We must also recruit staff globally to support our services and products. We face competition for the limited pool of these qualified professionals from, among others, technology companies, market research firms, consulting firms, financial services companies and electronic and print media companies, some of which have a greater ability to attract and compensate these professionals. Moreover, increasing wage inflation may affect our profit margin as we strive to provide compensation packages that are competitive. We face risks related to global labor shortages, and competitive markets have increased attrition throughout our sector. Some of the personnel that we attempt to hire may be subject to non‑competenon-compete agreements that could impede our short‑termshort-term recruitment efforts.  Any failure to retain key personnel or hire and train additional qualified personnel as required supporting the evolving needs of clients or growth in our business could adversely affect the quality of our products and services, and our future business and operating results.

We may have agreements with certain clients that limit the ability of particular advisors to work on some engagements for a period of time.

We provide services primarily in connection with significant or complex sourcing transactions and other matters that provide potential competitive advantage and/or involve sensitive client information. Our engagement by a client occasionally precludes us from staffing certain advisors on new engagements with other clients because the advisors have received confidential information from a client who is a competitor of the new client.  Furthermore, it is possible that our engagement by a client could preclude us from accepting engagements with such client’s competitors because of confidentiality concerns.

In many industries in which we provide advisory services, there has been a trend toward business consolidations and strategic alliances that could limit the pool of potential clients.Macroeconomic Risks

Consolidations and alliances reduce the number of potential clients for our services and products and may increase the chances that we will be unable to continue some of our ongoing engagements or secure new engagements. When companies consolidate, overlapping services previously purchased separately are usually purchased only once by the combined entity, leading to loss of revenue.  Other services that were previously purchased by one of the merged or consolidated entities may be deemed unnecessary or cancelled. If our clients consolidate with or are acquired by other entities that are not our clients, or that use fewer of our services, they may discontinue or reduce their use of our services. There can be no assurance as to the degree to which we may be able to address the revenue impact of such consolidation. Any of these developments could harm our operating results and financial condition.

We derive a significant portion of our revenues from our largest clients and could be materially and adversely affected if we lose one or more of our large clients.

Our 25 largest clients accounted for approximately 39% of revenue in 2017 and 38% in 2016. If one or more of our large clients terminate or significantly reduce their engagements or fail to remain a viable business, then our revenues could be materially and adversely affected.  In addition, sizable receivable balances could be jeopardized if large clients fail to remain a going concern.

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Our international operations expose us to a variety of risks that could negatively impact our future revenue and growth.

Approximately 40% and 46%39% of our revenues for 20172023 and 201642% of our revenue for 2022 were derived from sales outside of the Americas, respectively.Americas.  Our operating results are subject to the risks inherent in international business activities, including:

tariffs and trade barriers;

regulations related to customs and import/export matters;

restrictions on entry visas required for our advisors to travel and provide services;

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

cultural and language differences;

an inadequate banking system;

foreign exchange controls;

restrictions on the repatriation of profits or payment of dividends;

crime, strikes, riots, civil disturbances, pandemics, terrorist attacks and wars;wars, such as the war in Ukraine and the conflict in the Middle East;

nationalization or expropriation of property;

law enforcement authorities and courts that are inexperienced in commercial matters; and

deterioration of political relations with the United States.

Air travel, telecommunications and entry through international borders are all vital components of our business.  If a pandemic,  military conflict, or terrorist attack were to occur, our business could be disproportionately impacted because of the disruption, a terrorist attack causes on these vital components.including potential cancellation of ISG events.

Further, conducting business abroad subjects us to increased regulatory compliance and oversight. For example, in connection with our international operations, we are subject to laws prohibiting certain payments to governmental officials, such as the Foreign Corrupt Practices Act.Act of 1977, as amended. A failure to comply with applicable regulations could result in regulatory enforcement actions as well as substantial civil and criminal penalties assessed against us and our employees.

We intend to continue to expand our global footprint in order to meet our clients’ needs. This may involve expanding into countries beyond those in which we currently operate.  We may involve expandingoperate, including into less developedless-developed countries whichthat may have less political, social or economic stability and less developedless-developed infrastructure and legal systems. As we expand our business into new countries, regulatory, personnel, technological and other difficulties may increase our expenses or delay our ability to start up operations or become profitable in such countries. This may affect our relationships with our clients and could have an adverse effect on our business.

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We operate in a number of international areas which exposes us to significant foreign currency exchange rate risk.

We have significant international revenue, which is predominantly collected in local currency. It is expected that our international revenues will continue to grow as European and Asian Pacific markets adopt sourcing solutions.  The uncertainty surrounding the implementation and effecttranslation of Brexitour revenues into U.S. dollars, as well as our costs of operating internationally, may cause increased economic volatility, affectingadversely affect our business, results of operations and business.financial condition.

Given our operations in the United KingdomRisks Related to Data, Cybersecurity and Continental Europe, we face uncertainty surrounding the implementation and effects of the U.K.’s June 2016 referendum in which voters approved the United Kingdom’s exit from the European Union, commonly referred to as “Brexit.” It is possible that Brexit will cause increased regulatory and legal complexities and create uncertainty surrounding our business, including our relationships with existing and future clients, suppliers and employees, which could have an adverse effect on our business, financial results and operations.Confidential Information

Data protection laws and self-regulatory codes may restrict our activities and increase our costs.

Various statutes and rules regulate conduct in areas such as privacy and data protection whichthat may affect our collection, use, storage, and transfer of information both abroad and in the United States. Compliance with these laws and self-regulatory codes may require us to make certain investments or may dictate that we not offer certain types of services or only offer such services after making necessary modifications. Failure to comply with these laws and self-regulatory codes may result in, among other things, civil and criminal liability, negative publicity, restrictions on further use of data and/or liability under contractual warranties.

In addition, there is an increasing public concern regarding data and consumer protection issues, with the result that the number of jurisdictions with data protection laws continues to increase and the scope of existing privacy laws and the data considered to be covered by such laws iskeep expanding. Changes in these laws (including newly released interpretations of these laws by courts and regulatory bodies) may limit our client data access, use and disclosure, and may require increased expenditures by us or may dictate that we may not offer certain types of services.

The European Union’sAs a global firm, ISG must comply with various international and domestic data privacy regulations such as (i) the EU and UK General Data Protection Regulation (“GDPR”), which will take effect in May 2018, has extra-territorial scope and substantial fines for breaches (up to 4% of global annual revenue or €20 million, whichever is greater).    Additionally, compliance, (ii) the California Consumer Privacy Act, which, unlike data privacy provisions enacted by other US states, covers individuals acting in a commercial or employment context not just as consumers, and (iii) the Australian Privacy Act, among others. In addition, the new India Digital Personal Data Protection Act 2023 (“DPDP”) is likely to come into force in 2024. Like the GDPR, the DPDP has extra-territorial reach. The DPDP shares many provisions with existing privacy laws, and ISG therefore anticipates that its existing processes already broadly align with the new law. However, like the GDPR, is resulting in operational costsfailure to implement new procedures correspondingcomply with the DPDP may lead to new legal rights granted under the law, but has had little direct impact on ISG products.substantial fines. ISG is continuing to monitor the development of the EU’s ePrivacy Regulation proposal and industry response and will determine whether to take further action, as needed, following its final adoption.if it is adopted.

To mitigate the risk and negative exposure of data outside ISG, we have put in place a data protection framework that includes policies, procedures, guidance, and records. This includes policies and procedures for rights and usage of personal and client data.

We operateare exposed to risks related to cybersecurity.

A significant portion of our business is conducted over the internet, and we rely on the secure processing, storage, and transmission of confidential, sensitive, proprietary and other types of information relating to our business operations and confidential and sensitive information about our clients and employees in our computer systems and networks, and in those of our third-party vendors. Individuals, groups, and state-sponsored organizations may take steps that pose threats to our operations, our computer systems, our employees, and our clients. The cybersecurity risks we face range from cyberattacks common to most industries, such as the development and deployment of malicious software to gain access to our networks and attempt to steal confidential information, launch distributed denial of service attacks, or attempt other coordinated disruptions, to more advanced threats that target us because of our prominence in the global research and advisory field. Ransomware risk has increased significantly in recent years and presents a numbersignificant risk of international areasfinancial extortion and loss of data. Our operating model allows employees to continue to work remotely or on a hybrid basis, which exposes us to significant foreign currency exchange rate risk.magnifies the importance of the integrity of our remote access security measures.

We have significant international revenue, which is predominantly collectedrobust measures in local currency.  We do enter into forward contracts for hedging of specific transactions. All are settled priorplace to quarter end. It is expected that our international revenues willaddress and mitigate cyber-related risks. Notwithstanding this, we continue to grow as Europeanexperience attack attempts against our environment. We have and Asian markets adopt sourcing solutions.  The translationcontinue to expect to invest in the security and resiliency of our revenuesnetworks and products and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure and the information they contain. These include timely detection of incidents through monitoring, training, incident response capabilities, and mitigating cyber and security risks to our data, systems, products, and services. However, given the complex, continuing and evolving nature of cyber and other security threats, these efforts may not be fully effective, particularly against previously unknown vulnerabilities that could go undetected for an extended period.

We also face risks related to our use of third-party suppliers if such suppliers are affected by a cybersecurity threat or incident, which could result in a reduction in or loss of their ability to service us (which could be a significant component of our services to clients), the exposure of ISG or client data or a potential backdoor into U.S. dollars, as well as our costsISG’s systems and network.

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We may be subject to claims for substantial damages by our clients arising out of disruptions to their businesses or inadequate service, and our insurance coverage may be inadequate.

Most of our service contracts with clients contain service level and performance requirements, including requirements relating to the quality of our services. Failure to consistently meet service requirements of a client or errors made by our employees in the course ofwhile delivering services to our clients could disrupt the client’s

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business and result in a reduction in revenues or a claim for damages against us. Additionally, we could incur liability if a process we manage for a client were to result in internal control failures or impair our client’s ability to comply with ourtheir own internal control requirements.

Under our service agreements with our clients, our liability for breach of our obligations is generally limited to actual damages suffered by the client and is typically capped at the greater of an agreed amount or the fees paid or payable to us under the relevant agreement.  These limitations and caps on liability may be unenforceable or otherwise may not protect us from liability for damages. In addition, certain liabilities, such as claims of third parties for which we may be required to indemnify our clients or liability for breaches of confidentiality, are generally not limited under those agreements.  Although we have general commercial liability insurance coverage, the coverage may not continue to be available on acceptable terms or in sufficient amounts to cover one or more large claims. The successful assertion of one or more large claims against us that exceed available insurance coverage or changes in our insurance policies (including premium increases or the imposition of large deductible or co‑insuranceco-insurance requirements) could have a material adverse effect on our business.

We could be liable to our clients for damages and subject to liability and our reputation could be damaged if our confidential information or client data is compromised.compromised through security breaches, cyberattacks or otherwise.

We may be liable to our clients for damages caused by disclosure of confidential information.information or personal data. We are often required to collect and store sensitive or confidential client data in order to perform the services we provide under our contracts. Many of our contracts do not limit our potential liability for breaches of confidentiality. If any person, including any of our current or former employees, penetrates our network security or misappropriates sensitive data or if we do not adapt to changes in data protection legislation, we could be subject to significant liabilities to our clients or to our clients’ customers for breaching contractual confidentiality provisions or privacy laws. Also, we could face cyber-based attacks and attempts by hackers and similar unauthorized users to gain access to or corrupt our information technology systems in order to gain access to confidential information and client data. Such attacks could disrupt our business operations, cause us to incur unanticipated losses or expenses, and result in unauthorized disclosures of confidential or proprietary information.

We could have liability, or our reputation could be damaged, if we fail to protect client and/or our data from security breaches or cyberattacks.

We are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate among our locations around the world and with our people, clients, alliance partners and vendors. As the breadth and complexity of this infrastructure continues to grow, because of the use of mobile technologies, social media and cloud-based services, the risk of security breaches and cyberattacks increases. Such breaches could lead to shutdowns or disruptions of or damage to our systems and those of our clients, alliance partners and vendors and unauthorized disclosure of sensitive or confidential information, including personal data.

In addition, Third Party Cyber Security Risk is a critical focus for us. All potential new suppliers go through our Data Protection Impact Assessment (“DPIA”) process. This starts with an initial screening questionnaire. The questionnaire covers what personal data and client data is processed, whether the third party has any access requirements to our environment and how is data is transferred. From this, our security team assesses the third party, conducts further due diligence, and reviews contractual clauses. If the risk assessment identifies that the baseline Information Security & Privacy technical and organizational controls are not met, the business will be advised accordingly. The outcome of all DPIAs is recorded on the DPIA register. All new third parties processing personal data or client data are assessed to be either Tier 1, 2 or 3, with Tier 1 being the highest risk in terms of data processed or interactions to our environment from a cyber security threat perspective.  Tier 1 and 2 third parties are recorded on our business-critical services register and reviewed annually,  and we review the compliance documentation, such as latest ISO certifications, SOC2 reports and pen tests, of those Tier 1 and 2 third parties. Tier 3 third parties are recorded on the DPIA register, but no further due diligence is performed by the security team, as Tier 3 third parties process no client or personal data and have no access or integration to ISG’s network or systems. As part of our continuous improvement in our third-party risk management process, we plan to engage the services of a third-party risk monitoring services to monitor threat intelligence and known vulnerabilities.

Although we seek to prevent, detect, and investigate these network securitycybersecurity threats and incidents, and have taken steps to mitigate the likelihood of network security breaches, there can be no assurance that attacks by unauthorized users will not be attempted in the future or that our security measures will be effective. Unauthorized disclosure of sensitive or confidential client data, whether through breach of our processes, systems or otherwise, could alsosubject us to liability, damage our reputation and cause us to lose existing and potential clients. We may also be subject to civil actions andand/or criminal prosecution by government or governmentquasi-government agencies for breaches relating to such

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data. Our insurance coverage for breaches or mismanagement of such data may not continue to be available on reasonable terms or in sufficient amounts to cover one or more large claims against us.

We could have liability or our reputation could be damaged if we fail to protect client and/or our data from security breaches or cyberattacks.

We are dependentClient restrictions on information technology networks and systems to securely process, transmit and store electronic information and to communicate among our locations around the world and with our people, clients, alliance partners and vendors. As the breadth and complexity of this infrastructure continues to grow, including as a result of the use of mobile technologies, social mediaclient data could adversely affect our activities.

Most of the data we use to populate our databases comes from our client engagements. The insight sought by clients from us relates to the contractual data and cloud-based services,terms, including pricing and costs, to which we have access while assisting our clients in the risk of security breaches and cyberattacks increases. Such breaches could lead to shutdowns or disruptions of or damage to our systems and thosenegotiation of our sourcing agreements. Data is obtained through the course of our engagements with clients alliance partnerswho agree to contractual provisions permitting us to consolidate and vendors,utilize on an aggregate basis such information. If we were unable to utilize key data from previous client engagements, our business, financial condition, and unauthorized disclosureresults of sensitive or confidential information, including personal data.operations could be adversely affected.

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General Risk Factors

Failure to maintain effective internal controlscontrol over financial reporting could adversely affect our business and the market price of our Common Stock.common stock.

Pursuant to rules adopted by the SEC implementing Section 404 of the Sarbanes Oxley Act of 2002, we are required to assess the effectiveness of our internal controlscontrol over financial reporting and provide a management report on our internal controlscontrol over financial reporting in all annual reports. This report contains, among other matters, a statement as to whether or not our internal controlscontrol over financial reporting areis effective and the disclosure of any material weaknesses in our internal controlscontrol over financial reporting identified by management.

The Committee of Sponsoring Organizations of the Treadway Commission (COSO) provides a framework for companies to assess and improve their internal control systems. Auditing Standard No. 5 provides the professional standards and related performance guidance for auditors to attest to, and report on, management’s assessment of the effectiveness of internal control over financial reporting under Section 404.  Management’s assessment of internal controlscontrol over financial reporting requires management to make subjective judgments and, some of the judgments will be in areas that may be open to interpretation. Therefore, our management’s report on our internal controlscontrol over financial reporting may be difficult to prepare, and our auditors may not agree with our management’s assessment.

While we currently believe our internal controlscontrol over financial reporting areis effective, we are required to comply with Section 404 on an annual basis. If, in the future, we identify one or more material weaknesses in our internal controlscontrol over financial reporting during this continuous evaluation process, our management will be unable to assert such internal controls arecontrol is effective. Therefore, if we are unable to assert that our internal controlscontrol over financial reporting areis effective in the future, or if our auditors are unable to express an opinion on the effectiveness of our internal controls,control, our investors could lose confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our business and the market price of our Common Stock.common stock.

Impairment to goodwill and other intangible assets could have a material adverse effect on our financial condition and results of operations.

Under generally accepted accounting principles, we are required to perform an annual impairment test at the reporting unit level on our goodwill.  We are required to assess the recoverability of both our goodwill and long-lived intangible assets.  We may need to perform an impairment test more frequently if events occur or circumstances indicate that the carrying amount of these assets may not be recoverable. These events or circumstances could include a significant change in the business conditions, attrition of key personnel, a prolonged decline in our stock price and market capitalization, legal factors, operating performance indicators, competition and other factors. If the fair market value of our reporting unit or other long-lived intangible assets is less than the carrying amount of the related assets, we could be required to record an impairment charge in the future. The valuation of our reporting unit requires judgment in estimating future cash flows, discount rates and other factors.  In making these judgments, we evaluate the financial condition of our reporting unit, including such factors as market performance, changes in our client base and projected growth rates. Because these factors are ever changing, due to market and general business conditions, we cannot predict whether, and to what extent, our goodwill and long-lived intangible assets may be impaired in future periods.  The amount of any future impairment could be significant and could have a material adverse effect on our financial results.

24


Client restrictions on the use of client data could adversely affect our activities.

The majority of the data we use to populate our databases comes from our client engagements. The insight sought by clients from us relates to the contractual data and terms, including pricing and costs, to which we have access in the course of assisting our clients in the negotiation of our sourcing agreements. Data is obtained through the course of our engagements with clients who agree to contractual provisions permitting us to consolidate and utilize on an aggregate basis such information.  If we were unable to utilize key data from previous client engagements, our business, financial condition and results of operations could be adversely affected.

We may not be able to maintain the equity in our brand name.

During 2012, we merged our individual corporate brands into one globally integrated go‑to‑market business under the ISG brand.  We have also integrated our recent acquisitions under this brand.  There may be other entities providing similar services that use this name for their business.

We believe that the ISG brand remains critical to our efforts to attract and retain clients and staff and that the importance of brand recognition will increase as competition increases.  We may expand our marketing activities to promote and strengthen our brand and may need to increase our marketing budget, hire additional marketing and public relations personnel, expend additional sums to protect the brand and otherwise increase expenditures to create and maintain client brand loyalty. If we fail to effectively promote and maintain the brand or incur excessive expenses in doing so, our future business and operating results could be adversely impacted.

Our actual operating results may differ significantly from our guidance.

From time to time, we release guidance regarding our future performance that represents our management’s estimates as of the date of release. This guidance, which consists of forward‑lookingforward-looking statements, is prepared by our management and is qualified by, and subject to, the assumptions and the other information contained or referred to in the release. Our guidance is not prepared with a view toward compliance with published guidelines of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), and neither our independent registered public accounting firm nor any other independent expert or outside party compiles or examines the guidance and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto. Guidance is based upon a number of assumptions and estimates that, while presented with numerical specificity, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. The principal reason that we release this data is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons. Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results will vary from the guidance and the variations may be material. Investors should also recognize that the reliability of any forecasted financial data diminishes the farther in the future that the data is forecast. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on it. Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this Annual Report on Form 10‑K10-K could result in the actual operating results being different than the guidance, and such differences may be adverse and material.

25


Item 1B.  Unresolved Staff Comments

None.

20

Item 1C.  Cybersecurity

ISG maintains a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. This program is integrated within the Company’s enterprise risk management system and addresses both the corporate information technology environment and the Company’s client-facing products. We regularly assess the threat landscape, taking a holistic view of cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. 

The underlying controls of the cyber risk management program are based on recognized best practices and standards for cybersecurity and information technology. ISG performs annual assessments, by two independent third parties, against the International Organization Standardization (“ISO”) 27001 Information Security Management System requirements for which we maintain certification. ISG also maintains certification across other cyber security frameworks, including the Trusted Information Security Assessment Exchange and UK Cyber Essentials, and is preparing for SOC2 attestation across our GovernX platforms.

The Company’s cybersecurity efforts are led by the Chief Information Security Officer (“CISO”), who reports to the Chief Information Officer (“CIO”) and has responsibilities that cover the management of cybersecurity risk and the protection and defense of our networks and systems. Our CISO has proven cyber operations and cyber risk management experience, having previously worked for UK law enforcement and leading organizations in the financial services, health and advertising sectors. Our CISO also holds relevant cyber management qualifications, such as being a Certified Information Systems Security Professional. The CISO manages a team of qualified cybersecurity professionals with broad experience and expertise across cyber security disciplines that provide ad-hoc reports to the CISO regarding cybersecurity threats and incidents. Cybersecurity risk is maintained and managed under our Information Security Management System framework with oversight through our internal Executive Board (“IEB”) and our Board of Directors, which has delegated responsibility for cybersecurity risk to our Information Security Committee (“ISC”).

Cybersecurity is an important area of focus for our Board of Directors. The Board of Directors reviews and discusses with our CIO the Company’s cybersecurity, privacy and data security programs, the status of projects to strengthen internal cybersecurity, results from third-party assessments, any significant cybersecurity incidents and the emerging threat landscape. Our CIO discusses the same cybersecurity topics covered with the Board of Directors with the IEB. In addition, the IEB makes decisions on resourcing and project prioritization in support of our cybersecurity and compliance initiatives.  

Responsibility for cybersecurity risk has been delegated to the ISC, which consists of senior executives (including three IEB members), namely the Chief Financial Officer (IEB member), Chief Human Resources Officer (IEB member), Chief Information Officer, Chief Data and Analytics Officer (IEB member), Chief Information Security Officer, Legal Counsel, Director of Corporate Governance and Data Privacy Manager. The ISC oversees the management of processes for identifying and mitigating cybersecurity risks, material vulnerabilities and high rated incidents, to help align our risk exposure with our strategic objectives.  The ISC meets quarterly and receives additional ad-hoc briefings from the CISO as and when required.

In the event of a major security incident, certain members of the ISC form part of our Incident Management Team (“IMT”). The IMT follows our detailed incident response playbook, which outlines the steps to be followed from incident detection to mitigation, recovery and notification, including notifying functional areas (e.g., legal), as well as senior leadership, the IEB and the Board of Directors, as appropriate.

For the evaluation of our security controls, ISG engages third-parties services to conduct penetration testing, independent audits or provide consulting on best practices to address new challenges. These evaluations include testing both the design and operational effectiveness of our security controls. We also share and receive threat intelligence which we utilize to bolster defenses against active threats. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, clients, employees, vendors, intellectual property and drive continuous improvement across the security domain.

ISG recognizes that if our third-party suppliers are affected by cyber security incidents, we could be indirectly impacted, including, the potential loss of service (which could be a significant component of our services to clients), exposure of ISG or client data or a potential backdoor into ISG systems or network. We maintain processes and procedures to continuously assess third-party cybersecurity risk and include security and privacy addendums to our contracts where applicable.  We seek to work directly with any suppliers to address potential deficiencies when identified. 

To mitigate the risk and negative exposure of personal data being breached or inadvertently shared outside of ISG, we maintain a data protection framework that includes policies, procedures, guidance and records. This includes policies and procedures regarding the rights and usage of personal and client data.  ISG employs a Data Privacy Manager who briefs the ISC on privacy matters as part of the quarterly ISC meetings. The Data Privacy Manager completes an internal audit annually and works with a specialist third party to complete an external Data Protection Compliance review.

We continue to invest in the cybersecurity and resiliency of our networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information they contain.

21

As of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected, or are reasonably likely to materially affect, the Company, including our business strategy, results of operations or financial condition. Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating cybersecurity threats or incidents, and such threats or incidents may have a material adverse effect on us. While ISG maintains cybersecurity insurance, the costs related to cybersecurity threats or service disruptions to both ISG and our clients may not be fully insured.

For more information regarding the risks we face from cybersecurity threats, see the risks identified under “Risks Related to Data, Cybersecurity and Confidential Information” found in “Part 1A, Risk Factors” of this Annual Report on Form 10-K.

Item 2.  Properties

We maintain our executive offices in Stamford, Connecticut. The current lease on our executive offices expires July 31, 2018, our new leases for our executive offices covers approximately eighteen thousand square feet and expires on August 31,September 30, 2025. The majority of our business activities are performed on client sites.sites or remotely. We do not own offices or properties. We have leased offices in the United States, Canada, Denmark, Switzerland, the Netherlands, Finland, Australia, France, Germany, India, Italy, Spain, Sweden and the United Kingdom.

Item 3.  Legal Proceedings

From time to time, in the normal course of business, we are a party to various legal proceedings. We are not aware of any asserted or unasserted legal proceedings or claims that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.

Item 4.  Mine Safety Disclosures

Not applicable.

22

PART II

Item 5.  Market for Registrant’s Common Equity,Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The following table sets forth the high and low closing sales price of our common stock, as reported on The Nasdaq Stock Market LLC under the symbol “III” for the periods shown:

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Quarter Ending

    

High

    

Low

 

March 31, 2017

 

$

3.69

 

$

2.95

 

June 30, 2017

 

 

4.24

 

 

3.03

 

September 30, 2017

 

 

4.20

 

 

3.55

 

December 31, 2017

 

 

4.54

 

 

3.87

 

Common Stock

Quarter Ending

    

High

    

Low

 

March 31, 2023

$

5.62

$

4.63

June 30, 2023

 

5.85

 

4.88

September 30, 2023

 

5.48

 

4.33

December 31, 2023

 

4.92

 

3.99

Common Stock

Quarter Ending

    

High

    

Low

 

March 31, 2022

$

7.78

$

6.20

June 30, 2022

 

6.96

 

5.52

September 30, 2022

 

7.66

 

4.72

December 31, 2022

 

5.75

 

4.26

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Quarter Ending

    

High

    

Low

 

March 31, 2016

 

$

4.01

 

$

2.90

 

June 30, 2016

 

 

4.21

 

 

3.70

 

September 30, 2016

 

 

4.22

 

 

3.47

 

December 31, 2016

 

 

4.19

 

 

3.42

 

26


On February 28, 2018,March 1, 2024, the last reported sale price for our common stock on The Nasdaq Stock Market was $4.22$4.32 per share.

As of December 31, 2017,March 1, 2024, there were 520647 holders of record of ISG common stock.  The actual number of stockholders is significantly greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

Dividend PolicyDividends to Shareholders

On December 2, 2014,In May 2023, the Company’s Board of Directors authorizedapproved quarterly dividends of $0.045 per share of ISG common stock. The Company expects to pay a specialtotal cash dividend of $0.14$0.18 per share for the four quarters ending June 2024. These dividends are funded through cash flow from operations, available cash on the Company’s issued and outstanding shares of common stock.  This cash dividend was paid on January 28, 2015hand and/or borrowings under our revolving credit facility. We anticipate we will continue to shareholders of record as of January 15, 2015. Prior to this special dividend we had not paid anypay regular quarterly dividends on our common stock. Our Credit Agreement limits our abilitystock for the foreseeable future, the declaration, timing and amounts of any such dividends remain subject to pay dividends.  We amended the Credit Agreement in order to exclude the payment of the special dividend from the calculation of our fixed charge coverage ratio covenant under the Credit Agreement. The payment of dividends in the future will be within the discretion of our Board of DirectorsDirectors. During the fiscal quarter and will be contingent upon our revenuesfiscal year ended December 31, 2023, we paid dividends and earnings, if any, capital requirementsdividend equivalents of $2.2 million and general financial condition.$8.7 million, respectively.

Issuer Purchases of Equity Securities

On May 6, 2014,August 1, 2023, the Company’s Board of Directors approved a share repurchase authorization of up to $20 million, which took effect upon completion of the Company’s prior program.  On March 9, 2016, the Company’s Board of Directors approved a new share repurchase authorization of up to $15an additional $25.0 million. ThisThe new share repurchase program will take effect upon completion of the Company’s current 2014program, which had approximately $0.9 million remaining as of January 1, 2024. The Company had approximately $25.9 million in aggregate available under its share repurchase authorization program.program as of December 31, 2023. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, pursuant to a Rule 10b5-1 repurchase plan or by other means in accordance with federal securities laws. The timing and the amount of any repurchases will be determined by the Company’s management based on its evaluation of market conditions, capital allocation alternatives and other factors. There is no guarantee as to the number of shares that will be repurchased, and the repurchase program may be extended, suspended or discontinued at any time without notice at the Company’s discretion.

On March 10, 2016The following table details the Company commenced a tender offer to purchase up to $12.0 million in value of shares of its common stock $0.001 par value per share (the “Shares”), at a price not greater than $4.00 nor less than $3.30 per Share, to the seller in cash, less any applicable withholding taxes and without interest (the “Offer”).   The Offer expired on April 7, 2016. The Company conducted the Offer through a procedure commonly called a modified “Dutch auction.”  A modified “Dutch auction” tender offer allows stockholders to indicate how much stock and at what price within the specified offer range they wish to tender their stock.   Based on the final count for the tender offer, the Company accepted for payment an aggregate of 2,323,879 shares of its common stock, $0.001 par value per share on April 7, 2016, at a purchase price of $4.00 per share for an aggregate purchase price of approximately $9.3 million.

27


There were no repurchases that were made during the three months ended December 31, 2017,  and2023.

    

    

    

Total Numbers of

    

Approximate Dollar

Shares (or Units)

Value of Shares

Total Number of

Purchased

That May Yet Be

Shares

Average

as Part of Publicly

Purchased Under

Purchased

Price Paid per

Announced Plans or Programs

the Plans or Programs

Period

 

(In thousands)

Share

 

(In thousands)

 

(In thousands) (1)

October 1 - October 31

 

5

$

4.38

 

5

$

27,669

November 1 - November 30

117

$

4.33

 

117

$

27,163

December 1 - December 31

 

268

$

4.61

 

268

$

25,928

23

(1)  On August 5, 2023, the approximate dollar valueBoard of Directors approved a stock repurchase plan authorizing the Company to repurchase an aggregate of $25 million in shares of the common stock. On August 1, 2023, the Board of Directors approved a new stock that may yet be purchased underrepurchase plan authorizing the existing shareCompany to repurchase program is $15.2 million.

Securities Authorized for Issuance under Equity Compensation Plan

The following table lists information regarding outstanding options and shares reserved for future issuance under our Amended and Restated 2007 Equity and Incentive Award Plan and our Amended and Restated Employee Stock Purchase Plan asan aggregate of December 31, 2017. We have not issued anyan additional $25 million in shares of our common stock to employees as compensation under a plan that has not been approved by our stockholders.

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Number of Shares of

 

 

 

Number of Shares of

 

Weighted

 

Common Stock

 

 

 

Common Stock to

 

Average

 

Remaining Available

 

 

 

be Issued upon

 

Exercise Price

 

for Future Issuance

 

 

 

Exercise of

 

of Outstanding

 

under our Stock Option

 

 

 

Outstanding

 

Options,

 

Plans (Excluding

 

 

 

Options, Warrants

 

Warrants and

 

Shares Reflected in

 

Plan Category

 

and Rights

 

Rights(1)

 

Column (1)(2)

 

Approved by Stockholders

 

4,168,955

 

$

0.01

 

6,267,578

 

Not Approved by Stockholders

 

 

 

 

 

Total

 

4,168,955

 

$

0.01

 

6,267,578

 


(1)The weighted‑average exercise price includes outstanding options and RSUs, treating RSUs as stock awards with an exercise price of zero. The weighted‑average exercise price of the only outstanding awards that have a positive exercise price (i.e., SARs) is $3.18.

(2)Includes 652,740 shares available for future issuance under the Company’s Employee Stock Purchase Plan.  Also includes 5,614,838 shares that were available for grant under the Amended and Restated 2007 Equity and Incentive Award Plan as options and SARs and also for restricted stock, restricted stock units or other awards that could provide to the grantee an opportunity to earn the full value of an underlying share (in other words, such earning opportunity is not limited to the appreciation in value of our stock following the grant of the award).common stock.

28


STOCK PERFORMANCE GRAPH

The following graph compares the 5 year cumulative total stockholdershareholder return on our Common Stockcommon stock from December 31, 20122018 through December 31, 2017,2023, with the cumulative total return for the same period of (i) the Nasdaq Composite Index, (ii) the Russell 2000 Indexindex and (iii)(ii) the Peer Group described below. The comparison assumes for the same period the investment of $100 on December 31, 20122018 in our Common Stockcommon stock and in each of the indices and in each case, assumes reinvestment of all dividends.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*Graphic

Among Information Services Group Inc, the Nasdaq Composite Index,

the Russell 2000 Index, and a Peer Group

*$100 invested on 12/31/12December 31, 2018 in stock or index, including reinvestment of dividends.dividends

Measurement Periods

    

ISG

    

Russell 2000 Index

    

Peer Group(a)

 

December 31, 2019

$

59.67

$

125.52

$

107.65

December 31, 2020

$

77.36

$

150.58

$

132.46

December 31, 2021

$

182.10

$

172.90

$

138.63

December 31, 2022

$

112.69

$

137.56

$

77.88

December 31, 2023

$

119.63

$

160.85

$

66.61

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measurement Periods

    

ISG

    

Nasdaq

    

Russell 2000

    

Peer Group(a)

 

December 31, 2013

 

$

368.70

 

$

141.63

 

$

138.82

 

$

149.93

 

December 31, 2014

 

$

366.96

 

$

162.09

 

$

145.62

 

$

170.32

 

December 31, 2015

 

$

326.02

 

$

173.33

 

$

139.19

 

$

172.08

 

December 31, 2016

 

$

327.83

 

$

187.19

 

$

168.85

 

$

195.85

 

December 31, 2017

 

$

375.56

 

$

242.29

 

$

195.85

 

$

219.72

 


(a)

(a)The Peer Group consists of the following companies: American Software, Inc., Edigo, Inc., Forrester Research, Inc., Lesaka Technologies Inc., Repay Holding Corp., The Hackett Group, Tucows, Inc. The Peer Group is weighted by market capitalization.

Item 6.  [Reserved]

24

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this Management’s Discussion and Analysis (“MD&A”) is to facilitate an understanding of significant factors influencing the operating results, financial condition and cash flows of the following companies: CRA International Inc., Forrester Research Inc., FTI Consulting Inc., Gartner Group, Inc., Huron Consulting Group, Inc. and The Hackett Group, Inc. The Peer Group is weighted by market capitalization.

29


Item 6.  Selected Financial Data

The following historical information was derived from our audited consolidated financial statements for the years ended December 31, 2017, 2016, 2015, 2014 and 2013.  The information is only a summary andpotential impact of known trends, events or uncertainties that may impact future results. You should be read this discussion in conjunction with the historicalour consolidated financial statements and related notes.  The historicalnotes included in this Annual Report on Form 10-K. Historical results included belowand percentage relationships are not necessarily indicative of operating results for future periods. References to “we,” “our” and “us” in this MD&A are to the Company and its consolidated subsidiaries.

This MD&A provides an analysis of our future performance.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

 

(dollars in thousands, except per share data)

 

Statement of Comprehensive Income (Loss) Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

269,554

 

$

216,499

 

$

209,240

 

$

209,617

 

$

210,982

 

Depreciation and amortization

 

 

12,721

 

 

7,869

 

 

7,083

 

 

7,373

 

 

7,473

 

Operating income (loss) (1)

 

 

9,157

 

 

(2,592)

 

 

9,615

 

 

12,678

 

 

11,701

 

Interest expense (2)

 

 

(6,821)

 

 

(2,664)

 

 

(1,789)

 

 

(2,229)

 

 

(2,712)

 

Interest income

 

 

107

 

 

27

 

 

14

 

 

18

 

 

20

 

Foreign currency transaction (loss) gain

 

 

(343)

 

 

(95)

 

 

303

 

 

(145)

 

 

(45)

 

Income tax provision (3)

 

 

4,198

 

 

1,054

 

 

3,189

 

 

4,164

 

 

4,267

 

Net (loss) income attributable to ISG

 

 

(2,130)

 

 

(6,505)

 

 

4,841

 

 

6,178

 

 

4,776

 

Basic weighted average common shares

 

 

43,025

 

 

36,625

 

 

37,186

 

 

37,086

 

 

36,810

 

Net (loss) income attributable to ISG per common share—basic

 

 

(0.05)

 

 

(0.18)

 

 

0.13

 

 

0.17

 

 

0.13

 

Diluted weighted average common shares

 

 

43,025

 

 

36,625

 

 

38,936

 

 

38,693

 

 

38,687

 

Net income (loss) attributable to ISG per common share—diluted

 

 

(0.05)

 

 

(0.18)

 

 

0.13

 

 

0.16

 

 

0.13

 

Cash dividend declared per common share

 

 

 —

 

 

 —

 

 

 —

 

 

0.14

 

 

 —

 

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

11,444

 

$

12,359

 

$

8,310

 

$

7,007

 

$

23,055

 

Investing activities

 

$

(3,655)

 

$

(57,649)

 

$

(1,945)

 

$

(3,370)

 

$

(1,903)

 

Financing activities

 

$

(16,139)

 

$

62,589

 

$

(14,750)

 

$

(9,406)

 

$

(9,398)

 

Balance Sheet Data (at period end)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

224,760

 

$

235,122

 

$

130,759

 

$

134,169

 

$

139,874

 

Debt (2)

 

$

114,337

 

$

122,031

 

$

50,197

 

$

53,372

 

$

56,746

 

Shareholders’ equity

 

$

63,537

 

$

57,036

 

$

46,172

 

$

40,717

 

$

43,243

 


(1)

Includes $2.9 million and $6.4 million of expenses from acquisition-related costs, non-cash fair value adjustments on pre-acquisition deferred revenues, severance and integration expense in 2017 and 2016, respectively.

(2)

On December 1, 2016, the Company amended and restated its senior secured credit facility to include a $110.0 million term facility and a $30.0 million revolving facility.

(3)

As a result of the enactment of the Tax Cuts and Jobs Act (the “TCJ Act”), the Company recorded a provisional net expense of $2.1 million during the fourth quarter of 2017. This amount was included in the Provision for Income Taxes in the Consolidated Statement of Comprehensive Income.

30


Operations,” “Non-GAAP Financial Presentation,” “Non-GAAP Financial Measures,” and “Liquidity and Capital Resources.” For a similar detailed discussion comparing 2022 and 2021, refer to those headings under Item 7. Management’s“Management’s Discussion and Analysis of  Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2022.

You should read the following discussion together with Item 6 “Selected Financial Data” and our audited consolidated financial statements and the related notes listed in the index appearing under Item 15 (a)(1). In addition to historical consolidated financial information, this discussion contains forward‑looking statements that reflect our plans, estimates and beliefs. These forward‑looking statements are subject to numerous risks and uncertainties. Statements, other than those based on historical facts, which address activities, events or developments that we expect or anticipate may occur in the future are forward‑looking statements. Such forward‑looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to our operations and business environment that may cause actual results to be materially different from any future results, express or implied, by such forward‑looking statements. These forward‑looking statements must be understood in the context of numerous risks and uncertainties, including, but not limited to, those described previously in section 1A “Risk Factors.”

BUSINESS OVERVIEW

ISG (InformationInformation Services Group) (“ISG”)Group, Inc. (Nasdaq: III) is a leading global technology research and advisory firm. A trusted business partner to over 900 clients, including more than 700 clients, including 75 of the top 100 enterprises in the world,our markets, ISG is committed to helping corporations, public sector organizations and service and technology providers achieve operational excellence and faster growth. The firmCompany specializes in digital transformation services, including automation, cloud and data analytics; sourcing advisory; managed governance and risk services; network carrier services; technology strategy and operations design; change management; market intelligence and technology research and analysis. Founded in 2006, and based in Stamford, Conn.,Connecticut, ISG employs approximately 1,300over 1,500 digital-ready professionals operating in more than 20 countries—a global team known for its innovative thinking, market influence, deep industry and technology expertise and world-class research and analytical capabilities based on ourthe industry’s most comprehensive marketplace data. For more information, visit www.isg-one.com.

Our strategy is to strengthen our existing market position and develop new services and products to support future growth plans. As a result, we are focused on growing our existing service model, expanding geographically, developing new industry sectors, productizing market data assets, expanding our managed services offerings and growing via acquisitions. Although we do not expect any adverse conditions that will impact our ability to execute against our strategy over the next twelve months, the more significant factors that could limit our ability to grow in these areas include global macro‑economicmacro-economic conditions and the impact on the overall sourcing market, competition, our ability to retain advisors and reductions in discretionary spending with our top client accounts or other significant client events. Other areas that could impact the business would also include natural disasters, pandemics, wars, legislative and regulatory changes and capital market disruptions.

We principally derive our revenues from fees for services generated on a project-by-project basis. Prior to the commencement of a project, we reach agreement with the client on rates for services based upon the scope of the project, staffing requirements and reimbursable expensesthe level of client involvement. Revenues for professional services. A portion of our revenuesservices rendered are generated under hourly or daily rates billedrecognized on a time and expense basis. Clients are typically invoicedmaterials basis or on a monthlyfixed-fee or capped-fee basis in accordance with accounting and disclosure requirements for revenue recognition.

Revenues for time and materials contracts are recognized asbased on the number of hours worked by our advisors at an agreed upon rate per hour and are recognized in the period in which services are provided. Thereperformed. Revenues for time and materials contracts are also client engagementsbilled monthly, semimonthly or in which we are paid a fixed amount for our services, often referred to as fixed fee billings. This may be one single amount coveringaccordance with the whole engagement or several amounts for various phases or functions. We also earn incremental revenues, in addition to hourly or fixed fee billings, which are contingent on the attainmentspecific contractual terms of certain contractual milestones or objectives.  Such revenues may cause unusual variations in quarterly revenues and operating results.  each project.

We also derive our revenues from certain recurring revenue streams. This includes Managed Services,These include such annuity-based ISG offerings as ISG GovernX, Research, Software as a Subscription (Automation licenses), ISG Inform and the U.S.multi-year Public Sector subscription services around RPA and analytic benchmarking.  Allcontracts. These offerings are characterized by subscriptions (i.e., renewal centricrenewal-centric as opposed to project centricproject-centric revenue

31


streams) or, in some instances, multi-year contracts. Our digital services now span a volume of offerings and have become embedded as part of even our traditional transaction services. Digital enablement provides capabilities, digital insights and better engagement with clients and partners.

Our results are impacted principally by our full‑timefull-time consultants’ utilization rate, the number of business days in each quarter and the number of our revenue‑generatingrevenue-generating professionals who are available to work. Our utilization rate can be negatively affected by increased hiring because there is generally a transition period for new professionals that result in a temporary drop in our utilization rate. Our utilization rate can also be affected by seasonal variations in the demand for our services from our clients. The number of business work daysworkdays is also affected by the number of vacation days taken by our consultants and holidays in each quarter. We typically have fewer business work daysworkdays available in the fourth quarter of the year, which can impact revenues during that period. Time‑and‑expenseTime-and-expense engagements do not provide us with a high degree of predictability as to performance in future periods. Unexpected changes in the demand for our services can result in significant variations in utilization and revenues and present a challenge to optimal hiring and staffing. The volume of work performed for any particular client can vary widely from period to period.

25

CURRENT ENVIRONMENT

Inflation rates and the adverse effect of interest rates have increased significantly in the past year. Inflation has not had a material effect on our business operations, financial performance and results of operations, other than its impact on the general economy. Our exposure from changes to interest rates has impacted our business operations, financial performance and results of operations, as our interest expense has increased from $3.2 million in 2022 to $6.2 million in 2023. The Company continuously monitors these changes and evaluates any effect. If our costs, in particular personnel-related costs, were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases in future periods. Our inability or failure to realize these offsets could adversely affect our business operations, financial performance and results of operations.

EXECUTIVE SUMMARY

For ISG, 2017 will be remembered as2023 was a largely successful year for ISG. We delivered another year of record revenues, at $291 million. A strong first nine months of the year was followed by a soft fourth quarter, due to lingering macro concerns that impacted demand for advisory services in the short term. Given that the overall IT and business services industry was down 6 percent for the year, we consider our topline growth of 2 percent to be a solid performance.

Our investments in our recurring-revenue businesses continue to pay off. For the combinationyear, we generated record recurring revenues of $125 million, up 16 percent, driven by our research and integration when we leveraged the powerplatforms businesses. Recurring revenue now represents 43 percent of our expanded portfoliooverall revenue, up 500 basis points from the prior year. This puts us on track to reach our previously announced target of $150 million in recurring revenues by the end of 2025.

Our profitability, as measured by adjusted EBITDA, was $38 million, down from the prior year. Even as discretionary spending on advisory services to deliver more value to our clients, more opportunities for our employees and improved financial performance for our shareholders. Beforeslowed in toward the startend of the year, we announced ISG was combiningdecided to retain much of our advisory team globally in anticipation of a rebound in 2024, while investing in training more than 1,200 of our employees in AI technology during the fourth quarter.

We continue to expand our business for current and future growth—organically in areas like Cybersecurity, Training-as-a-Service (TaaS), and most recently Enterprise AI Advisory—and through acquisition, with Alsbridge to create aour October purchase of Ventana Research.

A leading technology research advisorybusiness covering the $800 billion global software industry, Ventana Research gives us unmatched analyst coverage of software vendors—adding an important new pillar to our ISG Research portfolio and digital transformation services firm.a strong complement to our Software Advisory business.

With this addition, ISG launchedis increasing its recurring revenue streams, while gaining more than 40 unique new clients and adding nearly two dozen talented research professionals to our roster of world-class technology analysts.

Our acquisition of Ventana Research came one year to the day after we acquired Change 4 Growth, a new brand identity, website and mobile app duringleading change management firm, in 2022. C4G has proven to be an excellent complement to our existing Enterprise Change business, delivering double-digit growth in 2023.

ISG influences more than $200 billion in enterprise technology spending annually. We are using this market influence to lay the first week of January 2017, allowinggroundwork for the firm to bring Alsbridge quickly under our brand umbrella and take advantagenext big thing in technology: Artificial Intelligence, especially the most-talked-about technology development of our expanded digital marketing capabilities.  We expandedtime—Generative AI.

Through our portfolio of servicenew Enterprise AI Advisory business, we are identifying use cases for this exciting new technology and demonstrating where the greatest opportunities lie for ROI. That includes advising clients on performance improvements in their IT operations and business processes and how to include new capabilitiesdesign for, buy, build, run and govern AI products, infrastructure and services.

Beyond AI, we are leveraging our global leadership in RPA, Network Services and Software Solutions; partnering with our clients to help shape the digital future of their business. We also saw strong demand from our clients for other new or expanded capabilities, including Network and Software Advisory services and Organizational Change Management (“OCM”) services. The latter is particularly valuable to our clients as they transition their organizations and prepare their people for sweeping digital transformation programs.

ISG is in a unique position to help shape the digital future of business for its clients—both buyers and sellers of technology services. Since our founding more than 10 years ago, we have continued to evolve to meet the changing needs of our clients—transforming ourselves from a firm principally focused on sourcing advisory to one offeringlaunch a full range of technology research, consulting, managed servicesplatform solution called ISG Tango™ that puts our sourcing playbooks and events aimed at helping clients digitally transform their operations for greater efficiency and faster growth.

In the age of digital business, every company, no matter how they started or where they are heading, is going to be a technology company. Technology decisions are no longer being left to the IT department. Increasingly, business leaders are deciding how to employ technology to develop new products and services; which workloads to move to the cloud; which business functions to automate; where and how to deploy the Internet of Things; how to leverage data analytics and cognitive computing; how to integrate the work of humans and bots; and how to improve collaboration in an increasingly decentralized operating environment. Every business is going to be run based on data, analytics, cognitiveintellectual property, contract exhibits, provider intelligence and enhancing customer experience through technology. That’s goingother tools at the fingertips of our enterprise and provider clients and our advisors, to require new levels of innovation, design thinking, automationmake the overall sourcing process more efficient and complete transformation ofinteractive.

ISG Tango™, we believe, will enable us to capture more unadvised transaction activity among the world’s largest enterprises (the G2000), and penetrate the underserved middle market, which spends an estimated $130 billion annually on technology and business models.services.

3226


In addition to enterprise buyers, service providers that were not born digital are struggling to meet these changing dynamics. They have relied for a long time on a labor arbitrage model, providing human labor at lower cost. Now they must make investments in automation, cognitive computing and digital strategy while they struggle with margin pressure and mid-single-digit growth. And the largest of them face competition from a whole host of nimble, niche technology players, and from the likes of Google and Amazon that offer cloud computing capabilities that power IaaS and SaaS platforms.

ISG continues to invest in expanding its digital services, including cloud solutions, agile development, automation, data analytics and the Internet of Things. Our RPA business, is a strong source of growth, as clients rush to automate their back-office functions, even as they look to the future of cognitive computing and artificial intelligence.  Innovation also plays a strong role in our organic growth. We will continue to develop new capabilities based on market demand.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 20172023 COMPARED TO YEAR ENDED DECEMBER 31, 20162022

Revenues

Revenues are generally derived from fixed feefixed-fee contracts as well as engagements priced on a time and materials basis, which are recorded based on actual time worked as the services are performed. In addition, from time to time, we also earn incremental revenues in addition to hourly or fixed fee billings, which are contingent on the attainment of certain contractual milestones. Revenues related to materials required during an engagement (mainly out‑of‑pocketout-of-pocket expenses such as airfare, lodging and meals) required during an engagement generally do not include a profit mark‑mark up and can be charged and reimbursed separately or as part of the overall fee arrangement. Invoices are issued to clients monthly, semimonthly or in accordance with the specific contractual terms of each project.

We operate in one segment, fact‑basedfact-based sourcing advisory services. We operate principally in the Americas, Europe and Asia Pacific. Our foreign operations are subject to local government regulations and to the uncertainties of the economic and political conditions of those areas, and the revenue for our foreign operations is predominantly invoiced and collected in local currency.

Geographical revenue information for the segment is as follows:

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

Percent

 

Years Ended December 31,

 

Percent

 

Geographic Area

    

2017

    

2016

    

Change

    

Change

  

    

2023

    

2022

    

Change

    

Change

  

 

(in thousands)

 

(in thousands)

 

Americas

 

$

161,845

    

$

116,566

    

$

45,279

    

39

%   

$

177,131

    

$

166,661

    

$

10,470

    

6

%   

Europe

 

 

82,910

 

 

75,149

 

 

7,761

 

10

%  

 

87,074

 

89,908

 

(2,834)

 

(3)

%  

Asia Pacific

 

 

24,799

 

 

24,784

 

 

15

 

 —

%  

 

26,849

 

29,698

 

(2,849)

 

(10)

%  

Total revenues

 

$

269,554

 

$

216,499

 

$

53,055

 

25

%  

$

291,054

$

286,267

$

4,787

 

2

%  

Revenues increased $53.1by $4.8 million or approximately 25%2% in 2017.2023. The increase in revenuesrevenue in the Americas region was primarily attributable to higher levels of sourcing activity in Consulting, primarily associated with the acquisitions of TracePoint and Alsbridge in 2016.  Thean increase in theour Consulting and Automation service lines. The slight decrease in revenue in Europe region was primarily attributable to a higher level of sourcing activitydecrease in our ConsultingAdvisory service line, of business, primarily associated

33


with the acquisition of Alsbridgepartially offset by an increase in our Automation and increased sourcingResearch service lines. The decrease in revenue in Germany.Asia Pacific was primarily attributable to a decrease in our Advisory and NaSa service lines, partially offset by an increase in our Research service line. The impacttranslation of foreign currency translationrevenues into U.S. dollars did not havewas flat with a materialnegative impact on revenues.in Asia Pacific, being offset by a positive impact in Europe compared to the prior year.

Operating Expenses

The following table presents a breakdown of our operating expenses by functional category:

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

Percent

 

Years Ended December 31,

 

Percent

 

Operating Expenses

    

2017

    

2016

    

Change

    

Change

  

    

    

2023

    

2022

    

Change

    

Change

  

 

(in thousands)

 

(in thousands)

 

Direct costs and expenses for advisors

    

 

$

156,630

    

$

132,359

    

$

24,271

    

18

%   

    

$

178,913

    

$

169,650

    

$

9,263

    

5

%   

Selling, general and administrative

 

 

91,046

 

 

78,863

 

 

12,183

 

15

%  

 

91,271

 

81,769

 

9,502

 

12

%  

Depreciation and amortization

 

 

12,721

 

 

7,869

 

 

4,852

 

62

%  

 

6,258

 

5,368

 

890

 

17

%  

Total operating expenses

 

$

260,397

 

$

219,091

 

$

41,306

 

19

%  

$

276,442

$

256,787

$

19,655

 

8

%  

Total operating expenses increased $41.3by $19.7 million, for 2017 with increasesor approximately 8%, in selling, general and administrative (“SG&A”)2023.  The increase in operating expenses direct expenses and depreciation and amortization.  The increases werewas due primarily to higher bad debt expense of $5.1 million (refer to Note 2 for details), license fees of $5.0 million, contract labor of $3.0 million, restructuring costs of $1.9 million, travel and entertainment expenses of $1.7 million, non-cash stock based compensation and benefits of $30.2$1.7 million, $5.6computer expenses of $1.0 million, in travel, $1.1 million in professional fees $0.6of $0.7 million in information technology and $0.4 million in stock compensation expense.  During 2017, we recorded $0.6 million for the loss on the subleaseconference expenses of Alsbridge’s headquarters office.$0.5 million. The increases were also due to the acquisitions of TracePoint, Experton and Alsbridge. We recorded $7.4 million of stock compensation expense, included in selling, general and administrative expense, compared to $7.0 million in 2016.    In 2017, we also recorded $0.5 million related to the reversal of a tax indemnity receivable established with an unrealized tax benefit liability at the time of the acquisition of Alsbridge.  The associated unrealized tax benefit liability was also reversed and recorded as a reduction in the tax provision.  These cost increases were partially offset by a $0.7 million decrease in contract labor costs.  SG&A costs in 2017 also included  $2.3 million associated with acquisition-related costs and severance and integration expense, compared to $6.3 million in 2016.  lower compensation expenses of $2.4 million.

Compensation costs consist of a mix of fixed and variable salaries, annual bonuses, benefits and retirement plan contributions. Statutory and 401(k) plans are offered to employees as appropriate. Direct costs also include employee taxes, health insurance, workers compensation and disability insurance.

27

A portion of compensation expenses for certain billable employees are allocated between direct costs and selling, general and administrative costs based on relative time spent between billable and non‑billablenon-billable activities.

Selling costs consist principally of compensation expense related to business development, proposal preparation and delivery and negotiation of new client contracts. Selling costs also include travel expenses relating to the pursuit of sales opportunities, expenses for hosting periodic client conferences, public relations activities, participation in industry conferences, industry relations, website maintenance and business intelligence activities. Additionally, we maintain a dedicated global marketing function responsible for developing and managing sales campaigns, brand promotion, the ISG Index and assembling client proposals.

We maintain a comprehensive program for training and professional development with the related costs included in SG&A. Related expenses include product training, updates on new service offerings or methodologies and development of client project management skills. Also included in training and professional

34


development are expenses associated with the development, enhancement and maintenance of our proprietary methodologies and tools and the systems that support them.

Selling, general and administrative expenses consist principally of executive management compensation, allocations of billable employee compensation related to general management activities, IT infrastructure and costs for the finance, accounting, information technology and human resource functions. General and administrative costs also reflect continued investment associated with implementing and operating client and employee management systems. Because our billable personnel operate primarilyremotely or on client premises, all occupancy expenses are recorded as general and administrative.

Depreciation expenseand amortization expenses in 20172023 and 2016 was $3.22022 were $6.3 million and $1.9 million, respectively. Amortization expense in 2017 and 2016 was $9.5 million and $6.0$5.4 million, respectively. The increase of $1.3$0.9 million and $3.5 million in depreciation and amortization expense, respectively, was primarily due to the acquisitions of TracePoint, ExpertonChange 4 Growth and Alsbridge.Ventana Research. See Note 4—Acquisition in the Notes to Consolidated Financial Statements for more regarding these acquisitions. Our fixed assets consist of furniture, fixtures, equipment (mainly personal computers) and leasehold improvements. Depreciation expense isexpenses are generally computed by applying the straight‑linestraight-line method over the estimated useful lives of assets. We also capitalize some costs associated with the purchase and development of internal‑useinternal-use software, system conversions and website development costs. These costs are amortized over the estimated useful life of the software or system.

We amortize our intangible assets (e.g., client relationships and databases) over their estimated useful lives. Goodwill trademark and trade names related to acquisitions areis not amortized but areis subject to annual impairment testing.

Other Income (Expense), Net

The following table presents a breakdown of other (expense),expense, net:

Years Ended December 31,

 

Percent

 

Other income (expense), net

    

2023

    

2022

    

Change

    

Change

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

Percent

 

    

 

2017

    

2016

    

Change

    

Change

 

 

(in thousands)

 

(in thousands)

 

Interest income

    

 

$

107

    

$

27

    

$

80

    

296

%   

    

$

497

    

$

189

    

$

308

    

163

%   

Interest expense

 

 

(6,821)

 

 

(2,664)

 

 

(4,157)

 

(156)

%  

 

(6,190)

 

(3,157)

 

(3,033)

 

(96)

%  

Foreign currency loss

 

 

(343)

 

 

(95)

 

 

(248)

 

(261)

%  

Total other (expense), net

 

$

(7,057)

 

$

(2,732)

 

$

(4,325)

 

(158)

%  

Foreign currency transaction gain

 

(158)

 

170

 

(328)

 

(193)

%  

Total other expense, net

$

(5,851)

$

(2,798)

$

(3,053)

 

(109)

%  

The total increase of $4.3$3.1 million was primarily the result of higher interest expense dueattributable to an increase inhigher interest rates, andour higher debt balances.  The changebalance and $0.4 million associated with the write-off of $0.2 million of foreign currency losses was principally driven by the weakening of the U.S. dollar.deferred financing costs.

Income Tax Expense

Our effective tax rate varies from period to period based on the mix of earnings among the various state and foreign tax jurisdictions in which business is conducted and the level of non‑deductible expenses incurred in any given period. We recorded an income tax provision for 2017 of $4.2 million as compared to $1.1 million for 2016.  Our effective tax rate for the year ended December 31, 20172023 was 199.9%29.8% compared to (19.8)%26.1% for the year ended December 31, 2016.2022.  The increase invariance from the current year effective tax rate was primarily driven by the enactment of the Tax Cuts and Jobs Act (the “TCJ Act”). The effective taxU.S. statutory rate of the Company without the TCJ

35


Act would have been 101.3% for the year. The increased rate for the year without the TCJ Act was primarily driven by our inability to fully utilize foreign tax credits and shortfalls on restricted stock awards. 

YEAR ENDED DECEMBER 31, 2016 COMPARED TO THE YEAR ENDED DECEMBER 31, 2015

Revenues

Geographical information for the segment is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

Geographic Area

 

 

 

 

 

 

 

 

 

 

 

Percent

 

 

    

    

2016

    

2015

    

Change

    

Change

  

 

 

 

(in thousands)

 

Americas

    

 

$

116,566

    

$

108,925

    

$

7,641

    

 7

%   

Europe

 

 

 

75,149

 

 

77,781

 

 

(2,632)

 

(3)

%  

Asia Pacific

 

 

 

24,784

 

 

22,534

 

 

2,250

 

10

%  

Total revenues

 

 

$

216,499

 

$

209,240

 

$

7,259

 

 3

%  

Revenues increased $7.3 million or approximately 3% in 2016.  The increase in revenues in the Americas region was primarily attributable to higher levels of sourcing activity in Consulting, primarily associated with the acquisition of TracePoint and Alsbridge.  The increase in revenues in the Asia Pacific region was primarily attributable to higher levels of Managed Services and higher levels of sourcing activity in Consulting.  The decrease in the Europe region was primarily attributable to lower levels of sourcing activity in Consulting, primarily in the United Kingdom offset by higher levels of Research Services, primarily associated with the acquisition of Experton Group. 

Operating Expenses

The following table presents a breakdown of our operating expenses by functional category:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

Percent

 

 

    

    

2016

    

2015

    

Change

    

Change

  

 

 

 

(in thousands)

 

Direct costs and expenses for advisors

    

 

$

132,359

    

$

124,701

    

$

7,658

    

 6

%   

Selling, general and administrative

 

 

 

78,863

 

 

67,841

 

 

11,022

 

16

%  

Depreciation and amortization

 

 

 

7,869

 

 

7,083

 

 

786

 

11

%  

Total operating expenses

 

 

$

219,091

 

$

199,625

 

$

19,466

 

10

%  

Total operating expenses increased $19.5 million for 2016 with increases in SG&A expenses, direct expenses and depreciation and amortization.  The increases were due primarily to higher compensation and benefits, contract labor, professional fees, interest on contingent consideration, stock compensation expense and travel expenses.  We recorded $7.0 million of stock compensation expense, included in selling, general and administrative expense, compared to $5.0 million in 2015.  The increases were also due to the acquisition of TracePoint, Experton and Alsbridge.  Acquisition-related costs and severance and integration expense of $6.3 million, were also included in selling, general and administrative.  Selling, general and administrative costs in 2016 also included $0.4 million in transaction costs associated with our stock repurchase conducted through a

36


modified “Dutch” auction.  These cost increases were partially offset by decreases in occupancy, conferences and bad debt expense.

Depreciation and amortization expense in 2016 and 2015 was $7.9 million and $7.1 million, respectively.  The increase of $0.8 million in depreciation and amortization expense was primarily due to the acquisitions of TracePoint, Experton and Alsbridge.  Depreciation expense is generally computed by applying the straight line method over the estimated useful lives of assets. We also capitalize some costs associated with the purchase and development of internal use software, system conversions and website development costs. These costs are amortized over the estimated useful life of the software or system.

Other Income (Expense), Net

The following table presents a breakdown of other (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

Percent

 

 

    

    

2016

    

2015

    

Change

    

Change

  

 

 

 

(in thousands)

 

Interest income

    

 

$

27

    

$

14

    

$

13

    

93

%   

Interest expense

 

 

 

(2,664)

 

 

(1,789)

 

 

(875)

 

(49)

%  

Foreign currency loss

 

 

 

(95)

 

 

303

 

 

(398)

 

(131)

%  

Total other (expense), net

 

 

$

(2,732)

 

$

(1,472)

 

$

(1,260)

 

(86)

%  

The total increase of $1.3 million was primarily the result of higher interest expense due to an increase in interest rates and higher debt balances.  The change of $0.4 million of foreign currency losses was principally driven by losses associated with forward contracts that were used to hedge ISG’s forecasted 2016 quarterly earnings recorded in Euro versus foreign currency gains in 2015 as a result of the strengthening of the U.S. dollar.

Income Tax Expense

Our effective tax rate varies from period to period based on the mix of earnings among the various state and foreign tax jurisdictions in which business is conducted and the level of non-deductible expenses incurred in any given period.  We recorded an income tax provision for 2016 of $1.1 million as compared to $3.2 million for 2015.  Our effective tax rate21.0% for the year ended December 31, 20162023 was (19.8%) compared to 39.2% for the year ended December 31, 2015.  Our effective tax rate decreased from the year ended December 31, 2015 primarily due tocaused by the impact of current year overall Company losses effecthigher tax rates applicable on the effective tax rate computation combined with increasescompany earnings in changes in valuation allowances placed against deferred tax assetsforeign jurisdictions and non-deductible expenses incurredfor tax purposes in 2016.the United States.  

NON-GAAP FINANCIAL PRESENTATION

This management’s discussion and analysis presents supplemental measures of our performance that are derived from our consolidated financial information but are not presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We refer to these financial measures, which are considered “non-GAAP financial measures” under SEC rules, as adjusted EBITDA, adjusted net income and adjusted earnings per diluted share, each as defined below. See “Non-GAAP Financial

28

Measures” below for information about our use of these non-GAAP financial measures, including our reasons for including

37


these measures and reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

NON-GAAP FINANCIAL MEASURES

We use non-GAAP financial measures to supplement the financial information presented on a GAAP basis. We provide adjusted EBITDA (defined as net income, before net income attributable to non-controlling interest plus interest, taxes, depreciation and amortization, foreign currency transaction gains/losses, non-cash stock compensation, impairment charges for goodwill and intangible assets, change ininterest accretion associated with contingent consideration, tax indemnity receivables, accounts receivables reserve, acquisition-related costs, and severance, integration and integration expense, tax indemnity receivable, and bargain purchase gain)other expense), adjusted net income (defined as net income, plus amortization of intangible assets, non-cash stock compensation, foreign currency transaction gains/losses, non-cash impairment charges for goodwill and intangible assets, change ininterest accretion associated with contingent consideration, acquisition-related costs, accounts receivables reserves, write-off of deferred financing cost and severance, integration and integrationother expense and bargain purchase gain, on a tax-adjusted basis) and adjusted net income as earnings per diluted share, excluding the net of tax effect of the items set forth in the table below. These are non-GAAP measures that the Company believes provide useful information to both management and investors by excluding certain expenses and financial implications of foreign currency translations whichthat management believes are not indicative of ISG’s core operations. These non-GAAP measures are used by the Company to evaluate the Company’s business strategies and management’s performance. These non-GAAP financial measures exclude non-cash and certain other special charges that many investors believe may obscure the user’s overall understanding of the Company’s current financial performance and the Company’s prospects for the future. We believe that these non-GAAP measures provide useful information to investors because they improve the comparability of the financial results between periods and provide for greater transparency of key measures used to evaluate the Company’s performance.

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

    

2017

    

2016

    

2015

 

 

 

(in thousands)

 

Net (loss) income attributable to ISG

 

$

(2,130)

    

$

(6,505)

    

$

4,841

 

Net income attributable to non-controlling interest

 

 

32

 

 

127

 

 

113

 

Interest expense (net of interest income)

 

 

6,714

 

 

2,637

 

 

1,775

 

Income taxes

 

 

4,198

 

 

1,054

 

 

3,189

 

Depreciation and amortization

 

 

12,721

 

 

7,869

 

 

7,083

 

Change in contingent consideration

 

 

882

 

 

1,130

 

 

71

 

Acquisition-related costs(1)

 

 

1,236

 

 

3,835

 

 

 —

 

Severance and integration expense

 

 

1,617

 

 

2,588

 

 

 —

 

Tax indemnity receivable

 

 

454

 

 

 —

 

 

812

 

Foreign currency transaction

 

 

343

 

 

95

 

 

(303)

 

Non-cash stock compensation

 

 

7,439

 

 

7,047

 

 

5,049

 

Adjusted EBITDA

 

$

33,506

 

$

19,877

 

$

22,630

 

Years Ended December 31,

    

2023

    

2022

    

2021

(in thousands)

Net income

    

$

6,154

    

$

19,726

$

15,529

Plus:

Interest expense (net of interest income)

 

5,693

 

2,968

 

2,200

Income taxes

 

2,607

 

6,956

 

7,582

Depreciation and amortization

 

6,258

 

5,368

 

5,331

Interest accretion associated with contingent consideration

 

104

 

33

 

101

Acquisition-related costs (1)

 

201

 

282

 

240

Severance, integration and other expense

 

2,513

 

633

 

1,406

Account Receivables Reserves

4,822

Tax indemnity receivables

35

Foreign currency transaction loss (gain)

 

158

 

(170)

 

(44)

Non-cash stock compensation

 

9,132

 

7,460

 

6,467

Adjusted EBITDA

$

37,677

$

43,256

$

38,812

Years Ended December 31,

    

2023

    

2022

    

2021

(in thousands)

Net income

$

6,154

    

$

19,726

$

15,529

Plus:

Non-cash stock compensation

 

9,132

 

7,460

 

6,467

Intangible amortization

3,164

2,323

2,643

Interest accretion associated with contingent consideration

 

104

 

33

 

101

Acquisition-related costs (1)

 

201

 

282

 

240

Account Receivables Reserves

4,822

Severance, integration and other expense

 

2,513

 

633

 

1,406

Write-off of deferred financing costs

379

Foreign currency transaction loss (gain)

 

158

 

(170)

 

(44)

Tax effect (2)

 

(6,551)

 

(3,379)

 

(3,460)

Adjusted net income

$

20,076

$

26,908

$

22,882

3829


 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Net (loss) income attributable to ISG

 

$

(2,130)

    

$

(6,505)

    

$

4,841

 

Non-cash stock compensation

 

 

7,439

 

 

7,047

 

 

5,049

 

Intangible amortization

 

 

9,514

 

 

5,966

 

 

5,323

 

Change in contingent consideration

 

 

882

 

 

1,130

 

 

71

 

Acquisition-related costs(1)

 

 

1,236

 

 

3,835

 

 

 —

 

Severance and integration expense

 

 

1,617

 

 

2,588

 

 

 —

 

Foreign currency transaction

 

 

343

 

 

95

 

 

(303)

 

Tax effect (2)

 

 

(7,992)

 

 

(7,851)

 

 

(3,853)

 

Adjusted net income

 

$

10,909

 

$

6,305

 

$

11,128

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

   

2017

   

2016

   

2015

 

 

 

(in thousands)

 

Net (loss) income per diluted share attributable to ISG

 

$

(0.05)

    

$

(0.18)

    

$

0.13

 

Non-cash stock compensation

 

 

0.17

 

 

0.19

 

 

0.13

 

Intangible amortization

 

 

0.22

 

 

0.16

 

 

0.14

 

Change in contingent consideration

 

 

0.02

 

 

0.03

 

 

0.00

 

Acquisition-related costs(1)

 

 

0.03

 

 

0.11

 

 

 

Severance and integration expense

 

 

0.04

 

 

0.07

 

 

 

Foreign currency transaction

 

 

0.01

 

 

0.00

 

 

(0.01)

 

Tax effect(2)

 

 

(0.19)

 

 

(0.21)

 

 

(0.10)

 

Adjusted net income per diluted share

 

$

0.25

 

$

0.17

 

$

0.29

 

Years Ended December 31,

    

2023

    

2022

    

2021

Net income per diluted share

$

0.12

$

0.39

$

0.30

Non-cash stock compensation

 

0.18

 

0.15

 

0.12

Intangible amortization

 

0.06

 

0.05

 

0.05

Interest accretion associated with contingent consideration

 

0.00

 

0.00

 

0.00

Acquisition-related costs (1)

 

0.01

 

0.00

 

0.01

Account Receivables Reserves

0.10

Severance, integration and other expense

 

0.05

 

0.01

 

0.03

Write-off of deferred financing costs

0.01

Foreign currency transaction loss (gain)

 

0.00

 

0.00

 

0.00

Tax effect (2)

 

(0.13)

 

(0.07)

 

(0.07)

Adjusted net income per diluted share

$

0.40

$

0.53

$

0.44

(1)

Consists of expenses from acquisition-related costs and non-cash fair value adjustments on pre-acquisition contract liabilities.

(2)

Marginal tax rate of 32%, reflecting U.S. federal income tax rate of 21% plus 11% attributable to U.S. states and foreign jurisdictions.

(1)Consists of expenses from acquisition-related costs and non-cash fair value adjustments on pre-acquisition deferred revenues.

(2)Marginal tax rate of 38% applied.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our primary sources of liquidity are cash flows from operations, existing cash and cash equivalents and borrowings under our revolving line of credit. Operating assets and liabilities consist primarily of receivables from billedaccounts receivable and unbilled services,contract assets, prepaid expense and other assets, accounts payable, contract liabilities, accrued expenses and accrued payroll and related benefits.other liabilities. The volume of billings and timing of collections and payments affect these account balances.

39


The following table summarizes our cash flows for the years ended December 31, 2017, 20162023, 2022 and 2015:2021:

Years Ended December 31,

    

2023

    

2022

    

2021

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

    

2017

    

2016

    

2015

 

 

(in thousands)

 

(in thousands)

Net cash provided by (used in):

 

 

 

 

 

 

 

Operating activities

    

$

11,444

    

$

12,359

    

$

8,310

 

    

$

12,272

    

$

11,146

    

$

41,942

Investing activities

 

 

(3,655)

 

 

(57,649)

 

 

(1,945)

 

 

(4,433)

 

(6,873)

 

(2,320)

Financing activities

 

 

(16,139)

 

 

62,589

 

 

(14,750)

 

 

(16,198)

 

(18,941)

 

(34,125)

Effect of exchange rate changes on cash

 

 

2,285

 

 

(649)

 

 

(1,442)

 

 

498

 

(2,271)

 

(1,713)

Net (decrease) increase in cash and cash equivalents

 

$

(6,065)

 

$

16,650

 

$

(9,827)

 

Net (decrease) increase in cash, cash equivalents, and restricted cash

$

(7,861)

$

(16,939)

$

3,784

As of December 31, 2017,2023, our liquidity and capital resources included cash, and cash equivalents and restricted cash of $28.4$22.8 million compared to $34.5$30.7 million as of December 31, 2016,2022, a net decrease of $6.1$7.9 million, which was primarily attributable to the following:

·

our operating activities provided net cash of $11.4$12.3 million for the year ended December 31, 2017.2023. Net cash provided from operations was primarily attributable to our net lossincome after adjustments for non‑cashnon-cash charges of approximately $19.3$25.5 million partially offset by a $7.9$13.2 million use of working capital primarily attributable to a $1.9$6.7 million change in accounts payable, deferred revenue,receivables and contract assets, a $6.5 million change in prepaid expensesexpense and accrued expenses andother assets, a $6.0$4.9 million change in accounts receivables;  

payables, partially offset by a $3.8 million change in accrued expenses and other liabilities; and $1.1 million change in contract liabilities;

·

paymentstreasury share repurchases of principal amounts due on the debt under our Credit Agreement of $8.5$3.5 million;

·

paymentrepayment of contingent considerationoutstanding debt of $2.7$84.2 million;

·

payment to the minority holder of ISG Italia S.p.A. for non-controlling interest of $0.9 million;

·

payments of $2.2 million related to tax withholding for stock-based compensation;

compensation of $2.7 million;
cash dividends paid to shareholders of $8.7 million;
proceeds from revolving facility of $84.2 million;
payment of contingent consideration of $1.5 million;
payment for Ventana acquisition of $1.0 million:

30

·

installment payment for the acquisition of Experton of $0.5 million;

·

payments related to debt financing costs of $0.8 million;

capital expenditures for property, plant and equipment of $3.2$3.4 million; and

·

equity repurchasesproceeds from issuance of $2.9employee stock purchase plan shares of $0.9 million.

Capital Resources

The Company’s current outstanding debt may limit our ability to fund general corporate requirements and obtain additional financing, impact our flexibility in responding to business opportunities and competitive developments and increase our vulnerability to adverse economic and industry conditions.

On December 1, 2016,February 22, 2023, the Company amended and restated its senior secured credit facility to include a $110.0 million term facility and a $30.0 millionincrease the revolving commitments per the revolving facility (the “2016“2023 Credit Agreement”). from $54.0 million to $140.0 million and eliminate its term loan. The material terms under the 20162023 Credit Agreement are as follows:

Each offollows. Capitalized terms used but not defined herein have the term loan facility and revolving credit facility has a maturity date of December 1, 2021 (the “Maturity Date”).

The credit facility is secured by all of the equity interests owned by the Company, and its direct and indirect domestic subsidiaries and, subjectmeanings ascribed to agreed exceptions, the Company’s direct and indirect

40


“first-tier” foreign subsidiaries and a perfected first priority security interest in all of the Company’s and its direct and indirect domestic subsidiaries’ tangible and intangible assets.

The Company’s direct and indirect existing and future wholly-owned domestic subsidiaries serve as guarantors to the Company’s obligations under the senior secured facility.

At the Company’s option, the credit facility bears interest at a rate per annum equal to either (i) the “Base Rate” (which is the highest of (a) the rate publicly announced from time to time by the administrative agent as its “prime rate”, (b) the Federal Funds Rate plus 0.5% per annum and (c) the Eurodollar Rate, plus 1.0%), plus the applicable margin (as defined below) or (ii) Eurodollar Rate (adjusted for maximum reserves) as determined by the Administrative Agent, plus the applicable margin.  The applicable margin is adjusted quarterly based upon the Company’s quarterly leverage ratio. 

The Term Loan is repayable in four consecutive quarterly installments of $1,375,000 each, that commenced March 31, 2017, followed by eight consecutive quarterly installmentsthem in the amount of $2,062,500 each, commencing March 31, 2018, followed by seven consecutive quarterly installments of $2,750,000 each, commencing March 31, 2020 and a final payment of the outstanding principal amount of the Term Loan on the Maturity Date.

Mandatory repayments of term loans shall be required from (subject to agreed exceptions) (i) 100% of the proceeds from asset sales by the Company and its subsidiaries, (ii) 100% of the net proceeds from issuances of debt and equity by the Company and its subsidiaries and (iii) 100% of the net proceeds from insurance recovery and condemnation events of the Company and its subsidiaries.

The senior secured credit facility contains a number of covenants that, among other things, place restrictions on matters customarily restricted in senior secured credit facilities, including restrictions on indebtedness (including guarantee obligations), liens, fundamental changes, sales or disposition of property or assets, investments (including loans, advances, guarantees and acquisitions), transactions with affiliates, dividends and other payments in respect of capital stock, optional payments and modifications of other material debt instruments, negative pledges and agreements restricting subsidiary distributions and changes in line of business. In addition, the Company is required to comply with a total leverage ratio and fixed charge coverage ratio.

The senior secured credit facility contains customary events of default, including cross-default to other material agreements, judgment default and change of control.

On February 10, 2017, as required by the 20162023 Credit Agreement, the Company entered into an agreement to cap the interest rate at 4% on the LIBOR component of its borrowings under the term loan facility until December 31, 2019. This interest rate cap was not designated for hedging or speculative purposes. Agreement:

The expense related to this interest rate cap was not material.

As of December 31, 2017, the total principal outstanding under the term loan facility and revolving credit facility was $104.5 million and $5.0 million, respectively. The effective interest rate for the term loan facility and revolving credit facility has a maturity date of February 22, 2028.

The credit facility is secured by all of the equity interests owned by the Company, and its direct and indirect domestic subsidiaries and, subject to agreed exceptions, the Company’s direct and indirect “first-tier” foreign subsidiaries, and a perfected first priority security interest in all of the Company’s and its direct and indirect domestic subsidiaries’ tangible and intangible assets.
The Company’s direct and indirect existing and future wholly owned domestic subsidiaries serve as guarantors to the Company’s obligations under the senior secured facility.
At the Company’s option, the credit facility bears interest at a rate per annum equal to either (i) the “Base Rate” (which is the highest of (a) the rate publicly announced from time to time by the administrative agent as its “prime rate,” (b) the Federal Funds Rate plus 0.5% per annum and (c) Term SOFR, plus 1.0%), plus the applicable margin (as defined below) or (ii) Term SOFR (which is the Term SOFR screen rate for the relevant interest period plus a credit spread adjustment of 0.10%) as determined by the administrative agent, plus the applicable margin. The applicable margin is adjusted quarterly based upon the Company’s consolidated leverage ratio. Prior to the end of the first quarter-end following the closing of the credit facility, the applicable margin shall be a percentage per annum equal to 0.50% for the revolving loans maintained as Base Rate loans or 1.50% for the revolving loans maintained as Term SOFR loans.
The senior secured credit facility contains a number of covenants that, among other things, place restrictions on matters customarily restricted in senior secured credit facilities, including restrictions on indebtedness (including guarantee obligations), liens, fundamental changes, sales or dispositions of property or assets, investments (including loans, advances, guarantees and acquisitions), transactions with affiliates, dividends and other payments in respect of capital stock, optional payments and modifications of other material debt instruments, negative pledges and agreements restricting subsidiary distributions and changes in line of business. In addition, the Company is required to comply with a consolidated leverage ratio and consolidated interest coverage ratio.
The senior secured credit facility contains customary events of default, including cross-default to other material agreements, judgment default and change of control.

The Company’s financial statements include outstanding borrowings of $79.2 million both as of December 31, 2017 was 5.2%2023 and 5.1%, respectively. 

On January 4, 2011, as partDecember 31, 2022, which are carried at amortized cost. The fair value of debt is classified within Level 3 of the consideration for the acquisition of Compass, we issued an aggregate of $6.3 million in convertible notes to Compass (the “Compass Notes”).fair value hierarchy. The Compass Notes had a maturity date  of January 4, 2018 with interest payable on the outstanding principal amount, computed daily, at the rate of

41


3.875% per annum, on January 31 of each calendar year and on the seventh anniversaryfair value of the date of the Compass Notes. In 2013Company's outstanding borrowings is approximately $79.8 million and 2016, we prepaid substantial portions of the outstanding principal amount of the Compass Notes.  As$76.5 million as of December 31, 2017,2023 and December 31, 2022, respectively.  The fair values of debt have been estimated using a discounted cash flow analysis based on the total principal outstanding under the remaining Compass NotesCompany's incremental borrowing rate for similar borrowing arrangements. The incremental borrowing rate used to discount future cash flows was $0.2 million. On January 4, 2018, we paid off the outstanding principal6.9% and 6.3% for December 31, 2023 and December 31, 2022, respectively. The Company also considered recent transactions of peer group companies for similar instruments with comparable terms and maturities as well as an analysis of current market conditions and interest onrates. In the Compass Notes.

The Compass Notes were subject to transfer restrictions until January 31, 2013. If the pricethird quarter of our common stock on the Nasdaq Global Market exceeded $4 per share for 60 consecutive trading days (the “Trigger Event”), the holder of the Compass Notes could convert all (but not less than all) of the outstanding principal amount of the Compass Notes into shares of our common stock at the rate of 1 share for every $4 in principal amount outstanding.  After the Trigger Event, we could prepay all or any portion of the outstanding principal amount of the Compass Notes by giving the holder 30 days written notice.  On March 21, 2014, the Trigger Event occurred.  As a result, a holder of the Compass Notes could convert all (but not less than all) of the outstanding principal amount of the Compass Notes into shares of our common stock at the rate of 1 share for every $4 in principal amount outstanding.  In addition, ISG could elect to prepay all or any portion of the outstanding principal amount of the Compass Notes by giving a holder 30 days written notice; however, such holder had to be given the opportunity to convert the outstanding principal amount into shares as described above.  No holder of the Compass Notes had the ability to require cash payment as a result of the Trigger Event.

On December 1, 2016, as part of the merger consideration for the acquisition of Alsbridge, we issued an aggregate of $7.0 million in unsecured subordinated promissory notes (the “Alsbridge Notes”). The Alsbridge Notes mature on September 1, 2018 and interest accrues on the principal amount daily at a rate of 2.0% and is payable upon maturity.  At any time,2023, the Company may atborrowed $5.0 million against the revolver and subsequently repaid $5.0 million during that quarter. The Company is currently in compliance with its option prepay all or any portion of Alsbridge Notes.  As of December 31, 2017, the total principal outstanding under the Alsbridge Notes was $7.0 million.financial covenants.

We anticipate that our current cash and the ongoing cash flows from our operations will be adequate to meet our working capital, and capital expenditure and debt financing needs for at least the next twelve months. The anticipated cash needs of our business could change significantly if we pursue and complete additional business acquisitions, if our business plans change, if economic conditions change from

31

those currently prevailing or from those now anticipated, or if other unexpected circumstances arise that may have a material effect on the cash flow or profitability of our business. If we require additional capital resources to grow our business, either internally or through acquisition, or maintain liquidity, we may seek to sell additional equity securities or to secure additional debt financing. The sale of additional equity securities or certain forms of debt financing could result in additional dilution to our stockholders. We may not be able to obtain financing arrangements in amounts or on terms acceptable to us in the future.

42


Contractual Obligations

3.25. The following table summarizes our contractual obligationsCompany was in compliance with its financial covenants under the 2023 Credit Agreement as of December 31, 2017, and the timing and effect that such obligations are expected to have on our liquidity and capital requirements in future periods.2023.

Payments Due by Period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than

 

 

 

 

 

 

 

More Than

 

Contractual Obligations

    

Total

    

1 Year

    

1 – 3 Years

    

3 – 5 Years

    

5 Years

 

 

 

(In Thousands)

 

Debt obligations, principal and interest

    

$

137,064

    

$

21,822

    

$

29,351

    

$

85,891

    

$

 

Contingent consideration

 

 

2,365

 

 

2,365

 

 

 —

 

 

 —

 

 

 —

 

Operating lease obligations

 

 

13,616

 

 

2,507

 

 

5,293

 

 

3,061

 

 

2,755

 

Total

 

$

153,045

 

$

26,694

 

$

34,644

 

$

88,952

 

$

2,755

 

We have liabilities related to uncertain tax positions totaling approximately $4.1 million as of December 31, 2017. These liabilities, which are reflected on our balance sheet, are not reflected in the table above because it is unclear when these liabilities will be paid.

We believe that cash flows generated from operations, existing cash and cash equivalents and borrowing capacity under our senior secured credit facility are sufficient to finance the requirements of our business during future periods.

Off‑Balance Sheet Arrangements

We do not have any off‑balance sheet financing arrangements or liabilities, guarantee contracts, retained or contingent interests in transferred assets or any obligation arising out of a material variable interest in an unconsolidated entity.

Employee Retirement Plans

The Company sponsors a tax-qualified 401(k) plan with a profit sharing feature (the “Savings Plan”).  The Savings Plan provides retirement benefits for participating employees. Participating employees can contribute a portion of their eligible salary on a pre-tax basis up to a maximum amount set by the Internal Revenue Code.  For 2017, the maximum pre-tax contribution by an employee into the Savings Plan was $18,000, except for specified catch up contributions permitted by participants who are age 50 or older. The Company provides a match for those with less than 2 years of service of 50% of the first 6% that the employee contributes to the plan subject to a cap of $8,100 and for those with 2 or more years of service the company provides a match of 50% of the first 7% that the employee contributes to the plan subject to a cap of $9,450 in 2017.  For the fiscal years ended December 31, 2017, 20162023 and 2015,2022, we contributed $1.5 million, $1.3$0.0 million and $1.5$2.1 million, respectively, to the Plan.our 401(k) plan (the “Savings Plan”) on a fully discretionary basis. These amounts were invested by the participants in a variety of investment options under an arrangement with a third partythird-party asset manager. All current and future financial risks associated with the gains and losses on investments are borne by Savings Plan participants.

Seasonality and Quarterly Results

The negotiation of sourcing transactions and, as a result, our revenue and earnings are subject to seasonal fluctuations. As a result of macro-economic factors and client budget and spending patterns, our revenues have

43


historically been weighted toward the second half of each year. Our earnings track this revenue seasonality and are also impacted by the timing of the adoption of annual price increases and certain costs and, as a result, have historically been higher in the second half of each year. Due to the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires the appropriate application of certain accounting policies, many of which require management to make estimates and assumptions about future events and their impact on amounts reported in our consolidated financial statements and related notes. Since future events and their impact cannot be determined with certainty, the actual results may differ from estimates. Such differences may be material to the consolidated financial statements.

We believe the application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically reevaluated, and adjustments are made when facts and circumstances dictate a change. Historically, we have found the application of accounting policies to be appropriate, and actual results have not differed materially from those determined using necessary estimates.

Our accounting policies are more fully described in Note 2 “Summary2—Summary of Significant Accounting Policies”Policies in the “NotesNotes to the Consolidated Financial Statements. We have identified the followingrevenue recognition as a critical accounting estimates:estimate:

Revenue Recognition

We recognize our revenues forby applying the sale of servicesfollowing five steps: (1) identifying the contract with the customer; (2) identifying the performance obligation(s) in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligation(s); and products(5) recognizing revenue when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred,(or as) the fee is fixed or determinable andCompany satisfies the collectability of the related revenue is reasonably assured.performance obligation(s).

We principally derive revenues from fees for services generated on a project‑by‑projectproject-by-project basis. Prior to the commencement of a project, we reach agreement with the client on rates for services based upon the scope of the project, staffing requirements and the level of client involvement. It is our policy to obtain written agreements from new clients prior to performing services.services or when evidence of enforceable rights and obligations is obtained. In these agreements, the clients acknowledge that they will pay based upon the amount of time spent on the project or an agreed upon fee structure. Revenues for services rendered are recognized on a time and materials basis or on a fixed‑fee or capped‑fee basis in accordance with accounting and disclosure requirements for revenue recognition.

Fees for services that have been performed, but for which we have not invoiced the customers, are recorded as unbilled receivables in the accompanying consolidated balance sheets.

Revenues from subscription contracts are recognized ratably over the life of the contract, which is generally one year. These fees are typically billed in advance and included in deferred revenue until recognized.

Revenues for time and materials contracts, which may include capped-fees or “not-to-exceed” clauses, are recognized based on the number of hours worked by our advisors at an agreed uponagreed-upon rate per hour and are recognized in the period in which services are performed. Revenues for time and materials contracts are billed monthly, semimonthly or in accordance with the specific contractual terms of each project. For contracts with capped fees or not-to-exceed clauses, we monitor our performance and fees billed to ensure that revenue is not recognized in excess of the contractually capped fee.

44


Revenues related to fixed‑fee or capped‑feefixed-fee contracts are recognized into revenue as value is delivered to the customer. The patterncustomer, consistent with the transfer of revenue recognitioncontrol to the customer over time. Revenue for these contracts varies depending on the terms of the individual contracts, and may beis recognized proportionally over the term of the contract or deferred until the end of the contract term and recognized when our obligations have been fulfilled with the customer. In instances where substantive acceptance provisions are specified in customer contracts, revenues are deferred until all acceptance criteria have been met. The pattern of revenue recognition for contracts where revenues are recognized proportionally over the term of the contact isusing an input method based on the proportional performance method of accounting using the ratioproportion of labor hours incurred as compared to the total estimated total labor hours for the fixed-fee contract performance obligations, which we consider to be the best available indicator of the pattern and timing in which contract performance obligations are fulfilled.fulfilled and control transfers to the customer. This percentage is multiplied by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period. The contracted amount used in this calculation typically excludes the amount the client pays for reimbursable expenses. There are situations where the number of hours to complete projects may exceed our original estimate as a result of an increase in project scope or unforeseen events. On a regular basis, we review the hours incurred and estimated total labor hours to complete. The results of any revisions in these estimates are reflected in the period in which they become known. We believe we have demonstrated

32

For managed service implementation contracts, revenue is recognized over time as a historypercentage of successfully estimatinghours incurred to date as compared to the total laborexpected hours of the implementation, consistent with the transfer of control to completethe customer.  For ongoing managed services contract, revenue is recognized over time, consistent with the weekly or monthly fee specified within such arrangements.

We also derive revenues based on negotiating reductions in network and software costs of companies with the entities’ related service providers and providing other services such as audits of network and communication expenses and consultation for network architecture. These contracts can be fixed in fees or can be based on the level of savings achieved related to its communications costs.  Additionally, these contracts can also have a project.fixed component and a contingent component that is based on the savings generated by the Company. For network and software contingency contracts with termination for convenience clauses, revenue is recognized over time due to the existence of provisions for payment for progress incurred to date plus a reasonable profit margin. The contract periods range from a few months to in excess of a year.

We also enter into arrangements for the sale of automation software licenses and related delivery of consulting or implementation services at the same time or within close proximity to one another. Such software-related performance obligations include the sale of on-premise software, hybrid and software-as-a-service licenses, as well as other software-related services. Revenue associated with the software performance obligation is primarily recognized at the point at which the software is installed or access is granted.

Revenue associated with events is recognized at the point of time at which the event occurs and is primarily comprised of sponsorships. Conversely, revenue associated with research subscriptions is recognized over time, as the customer accesses our data or related platforms. In addition, we sell research products for which the revenue is recognized at a point in time upon delivery to the client.

The agreements entered into in connection with a project whether on a time and materials basis or fixed‑fee or capped‑fee basis, typically allow our clients to terminate early due to breach or for convenience with 30 days’ notice. In the event of termination, the client is contractually required to pay for all time, materials and expenses incurred by us through the effective date of the termination.  In addition, from time to time, we enter into agreements with clients that limit our right to enter into business relationships with specific competitors of that client for a specific time period. These provisions typically prohibit us from performing a defined range of services that itwe might otherwise be willing to perform for potential clients. These provisions are generally limited to six to twelve months and usually apply only to specific employees or the specific project team.

We also derive revenues based on negotiating reductions in network costs of companies with the entity’s related service providers and providing other services such as audits of network and communication expenses, and consultation for network architecture.  These contracts can be fixed in fees or can be based on the level of savings achieved related to its communications costs.  Additionally, these contracts can also have a fixed component and a contingent component that is based on the savings generated by the Company.  For these contracts,When we record the fixed fees using the milestone method of accounting such that revenues are recorded over the period of the delivery of the services. Revenues that are determined based on a percentage of the ultimate level of savings are considered earned and recorded as revenues when the work has been completed, and the savings and resulting revenues can be determined.  We do not defer any costs incurred related to services which revenues are determined based on the ultimate savings.  The contract periods range from a few months to in excess of a year.

We recognize revenues in advance of billing, those revenues are recorded as unbilled revenues.contract assets. When we receive cashinvoice in advance of completing services or earning revenues, those amounts are recorded as unearned revenues.contract liabilities.

We also enter into arrangements for the sale of robotics software licenses and related delivery of consulting services at the same time or within close proximity to one another. Such software related multiple-element arrangements include the sale of software licenses, post contract support (“PCS”), and other software related services whereby software license delivery is followed by the subsequent or contemporaneous delivery of the other elements.  We apply Accounting Standards Codification (“ASC”) 985-605, Software Revenue

45


Recognition to account for these arrangements.  The PCS services are not accounted for as a separate unit of accounting.  Since vendor specific objective evidence (“VSOE”) of the license sale, PCS and other consulting service for the multiple element arrangements is not determinable and because licenses of the customer are one year in length, we record revenue for these arrangements in a straight line manner commencing after installation is complete, over the remaining term of the license.

Accounts and Unbilled Receivables and Allowance for Doubtful Accounts

Our trade receivables primarily consist of amounts due for services already performed via fixed fee or time and materials arrangements. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of clients to pay fees or for disputes that affect its ability to fully collect billed accounts receivable. The allowance for these risks is prepared by reviewing the status of all accounts and recording reserves on a specific identification method based on previous experiences and historical bad debts. However, our actual experience may vary significantly from these estimates. If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay their invoices, we may need to record additional allowances or write‑offs in future periods. To the extent the provision relates to a client’s inability or unwillingness to make required payments, the provision is recorded as bad debt expense, which is classified within selling, general and administrative expense in the accompanying consolidated statement of comprehensive income.

The provision for unbilled services is recorded as a reduction to revenues to the extent the provision relates to fee adjustments and other discretionary pricing adjustments.

Income Taxes

We use the asset and liability method to account for income taxes, including recognition of deferred tax assets and liabilities for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax basis. We review our deferred tax assets for recovery. A valuation allowance is established when we believe that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in the valuation allowance from period to period are included in our tax provision in the period of change.

For uncertain tax positions, we use a prescribed model for assessing the financial recognition and measurement of all tax positions taken or expected to be taken in its tax returns. This guidance provides clarification on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. Our provision for income taxes also includes the impact of provisions established for uncertain income tax positions, as well as the related interest.

In December 2017, the Tax Cuts and Jobs Act (the “TCJ Act”) legislation was enacted. The TCJ Act includes significant changes to the U.S. corporate tax system, including a U.S. federal corporate income tax rate reduction from 35% to 21% and other changes. Accounting Standards Codification 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation was enacted. As such, we have accounted for the tax effects as a result of the enactment of the TCJ Act as of December 31, 2017.

46


Goodwill

Our goodwill represents the excess of the cost of businesses acquired over the fair value of the net assets acquired at the date of acquisition. Goodwill is not amortized but rather tested for impairment at least annually by applying a fair‑value based test in accordance with accounting and disclosure requirements for goodwill and other indefinite‑lived intangible assets. This test is performed by us during our fourth fiscal quarter or more frequently if we believe impairment indicators are present.

The Company adopted Accounting Standards Update (“ASU”) 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" effective December 30, 2017 which has eliminated Step 2 from the goodwill impairment test. Under this update, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.

There was no impairment of goodwill during the years ended December 31, 2017, 2016 and 2015.

Long‑Lived Assets

Long‑lived assets, excluding goodwill and indefinite‑lived intangibles, to be held and used by the Company are reviewed to determine whether any significant change in the long‑lived asset’s physical condition, a change in industry conditions or a reduction in cash flows associated with the use of the long‑lived asset. If these or other factors indicate the carrying amount of the asset may not be recoverable, the Company determines whether impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. The fair value of the asset is measured using market prices or, in the absence of market prices, an estimate of discounted cash flows. Cash flows are generally discounted at an interest rate commensurate with our weighted average cost of capital for a similar asset. Assets are classified as held for sale when the Company has a plan for disposal of certain assets and those assets meet the held for sale criteria of accounting and disclosure requirement for the impairment or disposal of long‑lived assets.

Stock‑Based Compensation

We grant restricted stock units with a fair value that is determined based on the closing price of our common stock on the date of grant.  Such grants generally vest ratably over a four‑year period for employees and a three-year period for directors. Stock‑based compensation expense is recognized ratably over the applicable service period.

We follow the provisions of accounting and disclosures requirement for share‑based payments, requiring the measurement and recognition of all share‑based compensation under the fair value method.

Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements included elsewhere in this report.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

We are exposed to financial market risks primarily related to changes in interest rates. A 100 basis point change in interest rates would result in an annual change in the results of operations of $1.1$0.8 million pre‑tax. We do not enter into investments for trading or speculative purposes.

47


We operate in a number of international areas which exposes us to foreign currency exchange rate risk. We have significant international revenue, which is predominantly collected in local currency. We also economically hedge our exposure to changes in foreign exchange rates principally with forward contracts.  These contracts are marked-to-market with the resulting gains and losses recognized in earnings offsetting the gains and losses on the non-functional currency denominated monetary assets and liabilities being hedged.  Interest Rate Risk

As of December 31, 2017,2023, the Company had $79.2 million in total debt principal outstanding. Note 12 — Financing Arrangements and Long-Term Debt in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.

All of the Company’s total debt outstanding as of December 31, 2023 was based on a floating base rate (SOFR – Secured Overnight Financing Rate) of interest, which potentially exposes the Company to increases in interest rates. However, due to our debt to EBITDA ratio of 2.4 times and forecasted rates from external banks, we have no outstanding forward exchange contracts or other derivative instruments forbelieve that our total exposure is limited and is considered in our forecasted cash uses.

Foreign Currency Risk

A significant portion of our revenues are typically derived from sales outside of the United States. Among the major foreign currencies in which we conduct business are the Euro, the British Pound and the Australian dollar. The reporting currency of our consolidated financial statements is the U.S. dollar. As the values of the foreign currencies in which we operate fluctuate over time relative to the U.S. dollar, the Company is exposed to both foreign currency hedging or speculative purposes. It is expected thattranslation and transaction risk.

Translation risk arises as our international revenues will continue to grow as European, Asianforeign currency assets and other markets adopt sourcing solutions. The translation of our revenuesliabilities are translated into U.S. dollars because the functional currencies of our foreign operations are generally denominated in the local currency. Adjustments resulting from the translation of these assets and

33

liabilities are deferred and recorded as well as our costsa component of operating internationally, may adversely affect our business, results of operations and financial condition. A measure ofstockholders’ equity. In 2023, the potential impact of foreign currency translation can be determined through a sensitivity analysison our Statement of our cash and cash equivalents. At December 31, 2017, we had $28.4 million of cash and cash equivalents, with a substantial portion denominated in foreign currencies. If the exchange rates of the foreign currencies we hold all increased or decreased in comparison to the U.S. dollar by 10%, the amount of cash and cash equivalents we would have reported on December 31, 2017 would have correspondingly increased or decreased by approximately $1.4Stockholders’ Equity was $0.7 million. The translation of our foreign currency revenues and expenses historically has not had a material impact on our consolidated earnings sincebecause movements in and among the major currencies in which we operate tend to impact our revenues and expenses fairly equally. However, our earnings could be impacted during periods of significant exchange rate volatility, or when some or all of the major currencies in which we operate move in the same direction against the U.S. dollar.

We have

Transaction risk arises when we enter into a transaction that is denominated in a currency that may differ from the local functional currency. As these transactions are translated into the local functional currency, a gain or loss may result, which is recorded in current period earnings. In 2023, the impact on revenues from foreign currency transactions was not invested in foreign operations in highly inflationary economies; however, we may do so in future periods.material to our condensed consolidated financial statements.

Concentrations

Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash andshort-term, highly liquid investments classified as cash equivalents and accounts receivable. Allreceivable and contract assets. The majority of the Company’s cash and cash equivalents are on deposit in fully liquid form in high quality financial institutions. We extendwith large investment-grade commercial banks. Accounts receivable and contract assets balances deemed to be collectible from customers have limited concentration of credit risk due to our clients based on an evaluation of each client’s financial condition.diverse customer base and geographies.

Our 25 largest clients accounted for approximately 39% of revenue in 2017 and 38% in 2016. If one or more of our large clients terminate or significantly reduce their engagements or fail to remain a viable business, then our revenues could be materially and adversely affected. In addition, our large clients generally maintain sizable receivable balances at any given time and our ability to collect such receivables could be jeopardized if such client fails to remain a going concern.

Item 8.  Financial Statements and Supplementary Data.Data

Reference is made to our financial statements beginning on page F‑1F-1 of this report.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

None

Item 9A.  Controls and Procedures

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission,SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely

48


decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2017,2023, as required by the Rule 13a‑15(b)13a-15(b) under the Exchange Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2017.2023.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a‑15(f)13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2017,2023, as required by Rule 13a‑15(c)13a-15(c) under the Exchange Act. In making this assessment, we used the criteria set forth in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2017.2023.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2017,2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in theirits attestation report which appears herein.

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Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 20172023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no controls can provide absolute assurance that misstatements due to error or fraud will not occur, and no evaluation of any such controls can provide absolute assurance that control issues and instances of fraud, if any, within our Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual

49


acts of some persons, by collusion of two or more people, or by management override of the controls.  The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls’the effectiveness of our controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures.

Item 9B.  Other Information

During the three months ended December 31, 2023, none of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Exchange Act).  

Item 9C.  Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.Not applicable.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance

(a)Identification of Directors and Executive Officers.

The information required hereunder is incorporated by reference from the sections of our Proxy Statement to be filed in connection with our 20182024 Annual Meeting of Stockholders under the caption “Management.captions “Management,

(b)Compliance with “Delinquent Section 16(a) of the Exchange Act.

The information required hereunder is incorporated by reference from the sections of our Proxy Statement filed in connection with our 2018 Annual Meeting of Stockholders under the caption “Section 16(a) Beneficial Ownership Reporting Compliance.”

(c)Code of Ethics.

The information required hereunder is incorporated by reference from the sections of our Proxy Statement filed in connection with our 2018 Annual Meeting of Stockholders under the captionReports” and “Corporate Governance.”

(d)Nominating Committee, Audit Committee, Audit Committee Financial Expert.

The information required hereunder is incorporated by reference from the sections of our Proxy Statement filed in connection with our 2018 Annual Meeting of Stockholders under the caption “Corporate Governance.”

Item 11.  Executive Compensation

The information required hereunder is incorporated by reference from the sections of our Proxy Statement to be filed in connection with our 20182024 Annual Meeting of Stockholders under the captioncaptions “Corporate Governance,” “Executive Compensation,“Compensation Committee Report,” “Compensation Discussion &and Analysis,” “Report of The Compensation Committee,”,  “Summary Compensation Table,” “GrantTable” Grants of Plan BasedPlan-Based Awards - Fiscal 2023,”  “Outstanding Equity Awards At 2016at 2023 Fiscal Year End,Year-End,”  “Stock Vested During 2016” and2023,” “Potential Payments Upon Termination or Change in Control.Control, “Director Compensation,” “CEO Pay Ratio” and “Pay Versus Performance.

50


Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists information regarding outstanding options and shares reserved for future issuance under our Amended and Restated 2007 Equity and Incentive Award Plan (the “Incentive Plan”) and our Amended and Restated Employee Stock Purchase Plan (the “ESPP”) as of December 31, 2023. We have not issued any shares of our common stock to employees as compensation under a plan that has not been approved by our stockholders.

35

Equity Compensation Plan Information

    

(a)

    

(b)

    

(c)

 

Number of Securities

Weighted

Number of Securities

to be

Average

Remaining Available

Issued upon

Exercise Price

for Future Issuance

Exercise of

of Outstanding

under Equity Compensation

Outstanding

Options,

Plans (Excluding

Options, Warrants

Warrants and

Securities Reflected in

Plan Category

and Rights(1)

Rights(2)

Column (a)(2)(3)

Approved by Stockholders

 

3,921,366

$

 

2,871,515

Not Approved by Stockholders

 

 

 

Total

 

3,921,366

$

 

2,871,515

(1)

Of the 3,921,366 shares listed in this column, none are stock options issued under the Incentive Plan, 3,921,366 shares are restricted stock units issued under the Incentive Plan, and none are options issued during the current offering period under the ESPP.

(2)

The weighted-average exercise price includes outstanding options and RSUs, treating RSUs as stock awards with an exercise price of zero.

(3)

Includes 640,318 shares available for future issuance under the ESPP. Also includes 2,231,197 shares that were available for grant under the Incentive Plan as options and SARs and also for restricted stock, RSUs or other awards that could provide to the grantee an opportunity to earn the full value of an underlying share (in other words, such earning opportunity is not limited to the appreciation in value of our stock following the grant of the award).

The other information required hereunder is incorporated by reference from the sections of our Proxy Statement to be filed in connection with our 20182024 Annual Meeting of Stockholders under the caption “Security Ownership of Certain Beneficial Owners.”

Item 13.  Certain Relationships and Related Transactions, and Director Independence

The information required hereunder is incorporated by reference from the sections in our Proxy Statement to be filed in connection with our 20182024 Annual Meeting of the Stockholders under the caption “Corporate Governance.”

Item 14.  Principal Accounting Fees and Services

The information required hereunder is incorporated by reference from the sections in our Proxy Statement to be filed in connection with our 20182024 Annual Meeting of the Stockholders under the caption “Proposal No. 2 Ratification of Engagement of Independent Registered Public Accounting Firm.”

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(a)(2) Financial Statement Schedule

Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022, and 2021

G-1

Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2017, 2016 and 2015G-1

(a)(3) Exhibits:

We hereby file as part of this Annual Report on Form 10−K the Exhibits listed in the attached Exhibit Index.

Item 16.  FORM 10-K SUMMARY

NoneNone.

5237


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Information Services Group, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Information Services Group, Inc. and its subsidiaries (the “Company”) as of December 31, 20172023 and 2016,2022, and the related consolidated statements of income and comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2017,2023, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172023 and 2016,2022, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 20172023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management'sManagement’s Report on Internal Control Overover Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

F-1


Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-1

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Estimated Labor Hours to Complete Fixed Fee Contract Performance Obligations

As described in Note 2 to the consolidated financial statements, revenues related to fixed fee contracts are recognized as value is delivered to the customer, consistent with the transfer of control to the customer over time. Revenue for these contracts is recognized proportionally over the term of the contract using an input method based on the proportion of labor hours incurred as compared to the total estimated labor hours for the fixed fee contract performance obligations, which management considers to be the best available indicator of the pattern and timing in which contract performance obligations are fulfilled and control transfers to the customer. This percentage is multiplied by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period. Revenue related to fixed fee contracts is a portion of the Company’s total revenue of $291 million for the year ended December 31, 2023.

The principal considerations for our determination that performing procedures relating to revenue recognition – estimated labor hours to complete fixed fee contract performance obligations is a critical audit matter are the significant judgment by management when developing the total estimated labor hours to complete fixed fee contract performance obligations used to determine the amount of revenue to recognize, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate the total estimated labor hours to complete performance obligations used in revenue recognition for fixed fee contracts.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the determination of total estimated labor hours to complete fixed fee contract performance obligations. The procedures also included, among others, (i) evaluating management’s process for determining the total estimate of labor hours to complete performance obligations; (ii) evaluating the reasonableness of estimated labor hours used by management for a sample of fixed fee contracts; (iii) testing actual hours incurred and recalculating the revenue recognized to date for a sample of fixed fee contracts; and (iv) considering the factors that can affect the accuracy of estimated labor hours for a sample of fixed fee contracts. Evaluating the revenue recognition for fixed fee contracts involved assessing management’s ability to reasonably estimate labor hours to complete the performance obligations by performing a comparison of the original estimated and actual hours incurred on similar completed fixed fee contracts.

 

/s/ PricewaterhouseCoopers LLP

New York, New York

Stamford, Connecticut

March 15, 20188, 2024

We have served as the Company’s auditor since 2008.

F-2


INFORMATION SERVICES GROUP, INC.

CONSOLIDATED BALANCE SHEETSSHEETS

(inIn thousands, except par value)

December 31,

December 31,

    

2023

    

2022

 

ASSETS

Current assets

Cash and cash equivalents

$

22,636

$

30,587

Accounts receivable and contract assets, net of allowance of $5,288 and $272, respectively

 

82,117

 

80,170

Prepaid expenses and other current assets

 

8,091

 

4,724

Total current assets

 

112,844

 

115,481

Restricted cash

 

173

 

83

Furniture, fixtures and equipment, net

 

6,446

 

5,929

Right-of-use lease assets

 

7,473

 

6,780

Goodwill

 

97,232

 

94,972

Intangible assets, net

 

12,615

 

14,380

Deferred tax assets

 

4,775

 

2,818

Other assets

 

5,787

 

2,585

Total assets

$

247,345

$

243,028

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

$

11,302

$

15,925

Current maturities of long-term debt

 

4,300

Contract liabilities

 

9,521

7,058

Accrued expenses and other current liabilities

 

25,451

23,908

Total current liabilities

 

46,274

51,191

Long-term debt, net of current maturities

 

79,175

74,416

Deferred tax liabilities

 

2,384

2,391

Operating lease liabilities

 

5,287

4,857

Other liabilities

 

12,143

9,742

Total liabilities

 

145,263

142,597

Commitments and contingencies (Note 13)

Stockholders’ equity

Preferred stock, $0.001 par value; 10,000 shares authorized; none issued

 

Common stock, $0.001 par value; 100,000 shares authorized; 49,472 shares issued and 48,653 outstanding at December 31, 2023 and 49,472 shares issued and 48,300 outstanding at December 31, 2022

 

49

49

Additional paid-in capital

 

217,684

226,293

Treasury stock (819 and 1,172 common shares, respectively, at cost)

 

(3,959)

(7,487)

Accumulated other comprehensive loss

 

(8,989)

(9,677)

Accumulated deficit

 

(102,703)

(108,747)

Total stockholders’ equity

 

102,082

100,431

Total liabilities and stockholders’ equity

$

247,345

$

243,028

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

    

 

2017

  �� 

2016

 

ASSETS

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

28,420

 

$

34,485

 

Accounts and unbilled receivables, net of allowance of $503 and $494, respectively

 

 

 

70,824

 

 

64,662

 

Deferred tax asset

 

 

 

 —

 

 

1,730

 

Prepaid expense and other current assets

 

 

 

4,467

 

 

5,374

 

Total current assets

 

 

 

103,711

 

 

106,251

 

Restricted cash

 

 

 

94

 

 

497

 

Furniture, fixtures and equipment, net

 

 

 

5,229

 

 

4,789

 

Goodwill

 

 

 

85,619

 

 

85,940

 

Intangible assets, net

 

 

 

25,684

 

 

35,113

 

Deferred tax asset

 

 

 

2,521

 

 

 —

 

Other assets

 

 

 

1,902

 

 

2,532

 

Total assets

 

 

$

224,760

 

$

235,122

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

$

7,192

 

$

9,724

 

Current maturities of long-term debt

 

 

 

15,499

 

 

5,546

 

Deferred revenue

 

 

 

8,898

 

 

9,112

 

Accrued expenses

 

 

 

21,486

 

 

27,971

 

Total current liabilities

 

 

 

53,075

 

 

52,353

 

Long-term debt, net of current maturities

 

 

 

98,838

 

 

116,485

 

Deferred tax liability

 

 

 

1,569

 

 

396

 

Other liabilities

 

 

 

7,741

 

 

7,476

 

Total liabilities

 

 

 

161,223

 

 

176,710

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

 

 

Redeemable non-controlling interest

 

 

 

 —

 

 

1,376

 

Stockholders’ equity

 

 

 

 

 

 

 

 

Preferred stock, $.001 par value; 10,000 shares authorized; none issued

 

 

 

 —

 

 

 —

 

Common stock, $.001 par value, 100,000 shares authorized; 44,490 shares issued and 43,560 outstanding at December 31, 2017 and 44,203 shares issued and 42,140 outstanding at December 31, 2016

 

 

 

44

 

 

44

 

Additional paid-in capital

 

 

 

230,134

 

 

228,692

 

Treasury stock (930 and 2,063 common shares, respectively, at cost)

 

 

 

(3,161)

 

 

(8,216)

 

Accumulated other comprehensive loss

 

 

 

(5,666)

 

 

(7,800)

 

Accumulated deficit

 

 

 

(157,814)

 

 

(155,684)

 

Total stockholders’ equity

 

 

 

63,537

 

 

57,036

 

Total liabilities, redeemable non-controlling interest and stockholders’ equity

 

 

$

224,760

 

$

235,122

 

F-3

INFORMATION SERVICES GROUP, INC.

CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except per share data)

Years Ended December 31,

    

 

2023

    

2022

    

2021

Revenues

$

291,054

$

286,267

$

277,832

Operating expenses

Direct costs and expenses for advisors

 

178,913

 

169,650

 

168,475

Selling, general and administrative

 

91,271

 

81,769

 

78,759

Depreciation and amortization

 

6,258

 

5,368

 

5,331

Operating income

 

14,612

 

29,480

 

25,267

Interest income

 

497

 

189

 

142

Interest expense

 

(6,190)

 

(3,157)

 

(2,342)

Foreign currency transaction (loss) gain

 

(158)

 

170

 

44

Income before taxes

 

8,761

 

26,682

 

23,111

Income tax provision

 

2,607

 

6,956

 

7,582

Net income

6,154

19,726

15,529

Weighted average shares outstanding:

Basic

 

48,609

 

48,175

 

48,638

Diluted

 

50,175

 

50,420

 

51,756

Earnings per share:

Basic

$

0.13

$

0.41

$

0.32

Diluted

$

0.12

$

0.39

$

0.30

Comprehensive income:

Net income

$

6,154

$

19,726

$

15,529

Foreign currency translation gain (loss), net of tax expense (benefit) of $212, ($859) and ($724), respectively

 

688

 

(2,737)

 

(2,269)

Comprehensive income

$

6,842

$

16,989

$

13,260

The accompanying notes are an integral part of these consolidated financial statements.

F-3F-4


INFORMATION SERVICES GROUP, INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME STOCKHOLDERS’ EQUITY

(inIn thousands, except per share data)

Accumulated

Additional

Other

Total

Common Stock

Paid-in-

Treasury

Comprehensive

Accumulated

Stockholders’

Shares

Amount

Capital

Stock

Loss

Deficit

Equity

Balance December 31, 2020

48,297

 

$

48

 

$

248,018

$

(256)

$

(4,671)

$

(144,002)

$

99,137

Net income

 

 

 

 

 

15,529

 

15,529

Other comprehensive loss

 

 

 

 

(2,269)

 

 

(2,269)

Treasury shares repurchased

 

 

 

(16,331)

 

 

 

(16,331)

Proceeds from issuance of ESPP shares

 

 

61

 

549

 

 

 

610

Issuance of treasury shares

(12,167)

12,167

 

 

 

Issuance of common stock for RSUs vested

1,065

 

1

 

(1)

 

 

 

Accrued dividends on unvested shares

 

 

(313)

(313)

Cash dividends paid to shareholders ($0.09 per share)

 

(4,437)

(4,437)

Stock based compensation

 

 

6,467

 

 

 

6,467

Balance December 31, 2021

49,362

 

$

49

 

$

237,628

$

(3,871)

$

(6,940)

$

(128,473)

$

98,393

Net income

19,726

19,726

Other comprehensive loss

(2,737)

(2,737)

Treasury shares repurchased

(16,124)

(16,124)

Proceeds from issuance of ESPP shares

(249)

1,193

944

Issuance of common stock for RSUs vested

(11,315)

11,315

Issuance of common stock for Change 4 Growth acquisition

110

0

600

600

Accrued dividends on unvested shares

(370)

(370)

Cash dividends paid to shareholders ($0.15 per share)

(7,461)

(7,461)

Stock based compensation

7,460

7,460

Balance December 31, 2022

 

49,472

$

49

$

226,293

$

(7,487)

$

(9,677)

$

(108,747)

$

100,431

Net income

6,154

6,154

Other comprehensive gain

688

688

Impact of change in accounting policy (Note 3)

(110)

(110)

Treasury shares repurchased

(6,220)

(6,220)

Proceeds from issuance of ESPP shares

(347)

1,277

930

Issuance of common stock for RSUs vested

(8,471)

8,471

Accrued dividends on unvested shares

(236)

(236)

Cash dividends paid to shareholders ($0.18 per share)

(8,687)

(8,687)

Stock based compensation

9,132

9,132

Balance December 31, 2023

 

49,472

$

49

$

217,684

$

(3,959)

$

(8,989)

$

(102,703)

$

102,082

The accompanying notes are an integral part of these consolidated financial statements.

F-5

INFORMATION SERVICES GROUP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

2017

    

2016

    

2015

 

Revenues

 

 

$

269,554

 

$

216,499

 

$

209,240

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Direct costs and expenses for advisors

 

 

 

156,630

 

 

132,359

 

 

124,701

 

Selling, general and administrative

 

 

 

91,046

 

 

78,863

 

 

67,841

 

Depreciation and amortization

 

 

 

12,721

 

 

7,869

 

 

7,083

 

Operating income (loss)

 

 

 

9,157

 

 

(2,592)

 

 

9,615

 

Interest income

 

 

 

107

 

 

27

 

 

14

 

Interest expense

 

 

 

(6,821)

 

 

(2,664)

 

 

(1,789)

 

Foreign currency transaction (loss) gain

 

 

 

(343)

 

 

(95)

 

 

303

 

Income (loss) before taxes

 

 

 

2,100

 

 

(5,324)

 

 

8,143

 

Income tax provision

 

 

 

4,198

 

 

1,054

 

 

3,189

 

Net (loss) income

 

 

 

(2,098)

 

 

(6,378)

 

 

4,954

 

Net income attributable to non-controlling interest

 

 

 

32

 

 

127

 

 

113

 

Net (loss) income attributable to ISG

 

 

$

(2,130)

 

$

(6,505)

 

$

4,841

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

43,025

 

 

36,625

 

 

37,186

 

Diluted

 

 

 

43,025

 

 

36,625

 

 

38,936

 

(Loss) earnings per share attributable to ISG:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$

(0.05)

 

$

(0.18)

 

$

0.13

 

Diluted

 

 

$

(0.05)

 

$

(0.18)

 

$

0.13

 

Comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

 

$

(2,098)

 

$

(6,378)

 

$

4,954

 

Foreign currency translation, net of tax (expense) benefit of $(1,270),  $738 and $1,102, respectively.

 

 

 

2,134

 

 

(1,262)

 

 

(1,956)

 

Comprehensive income (loss)

 

 

$

36

 

$

(7,640)

 

 

2,998

 

Comprehensive income attributable to non-controlling interest

 

 

 

32

 

 

127

 

 

113

 

Comprehensive income (loss) attributable to ISG

 

 

$

 4

 

$

(7,767)

 

$

2,885

 

Year Ended

Years Ended December 31,

    

 

2023

    

2022

    

2021

 

Cash flows from operating activities

Net income

$

6,154

$

19,726

$

15,529

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Depreciation expense

 

3,094

 

3,045

 

2,688

Amortization of intangible assets

 

3,164

 

2,323

 

2,643

Deferred tax benefit from stock issuances

 

(241)

 

(1,290)

 

(2,389)

Write-off of deferred financing costs

379

Amortization of deferred financing costs

 

238

 

340

 

354

Stock-based compensation

 

9,132

 

7,460

 

6,467

Change in fair value of contingent consideration

104

1,420

101

Provisions for credit losses

5,434

320

(138)

Deferred tax (benefit) provision

 

(1,966)

 

757

 

2,330

Changes in operating assets and liabilities:

Accounts receivable and contract assets

 

(6,662)

 

(13,989)

 

2,648

Prepaid expenses and other assets

 

(6,471)

 

(948)

 

(243)

Accounts payable

 

(4,962)

 

(699)

 

4,503

Contract liabilities

 

1,101

 

(76)

 

1,928

Accrued expenses and other liabilities

 

3,774

 

(7,243)

 

5,521

Net cash provided by operating activities

 

12,272

 

11,146

 

41,942

Cash flows from investing activities

Change 4 Growth acquisition (Note 4)

(3,450)

Ventana Research acquisition (Note 4)

(1,000)

Purchase of furniture, fixtures and equipment

 

(3,433)

 

(3,423)

 

(2,320)

Net cash used in investing activities

 

(4,433)

 

(6,873)

 

(2,320)

Cash flows from financing activities

Proceeds from revolving facility (Note 12)

84,175

9,000

Repayment of outstanding debt (Note 12)

(84,175)

Principal payments on borrowings

 

 

(4,300)

 

(4,300)

Proceeds from issuance of employee stock purchase plan shares

 

930

 

944

 

610

Debt financing costs

 

(827)

 

 

Payments related to tax withholding for stock-based compensation

 

(2,657)

 

(4,054)

 

(7,109)

Payment of contingent consideration

(1,460)

(1,000)

(2,558)

Cash dividends paid to shareholders

(8,687)

(7,461)

(4,437)

Treasury shares repurchased

 

(3,497)

 

(12,070)

 

(16,331)

Net cash used in financing activities

 

(16,198)

 

(18,941)

 

(34,125)

Effect of exchange rate changes on cash

 

498

 

(2,271)

 

(1,713)

Net (decrease) increase in cash, cash equivalents, and restricted cash

 

(7,861)

 

(16,939)

 

3,784

Cash, cash equivalents, and restricted cash, beginning of period

 

30,670

 

47,609

 

43,825

Cash, cash equivalents, and restricted cash, end of period

$

22,809

$

30,670

$

47,609

Supplemental disclosures of cash flow information:

Cash paid for:

Interest

$

5,263

$

2,397

$

1,875

Taxes, net of refunds

$

8,239

$

12,516

$

3,582

Non-cash investing and financing activities:

Issuance of treasury stock for vested restricted stock units

$

8,471

$

11,315

$

12,167

The accompanying notes are an integral part of these consolidated financial statements.

F-4F-6


INFORMATION SERVICES GROUP, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

    

 

 

    

 

 

    

Accumulated

    

 

 

    

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Other

 

 

 

 

Total

 

 

 

Common Stock

 

Paid-in-

 

Treasury

 

Comprehensive

 

Accumulated

 

Stockholders’

 

 

 

Shares

 

Amount

 

Capital

 

Stock

 

Loss

 

Deficit

 

Equity

 

Balance, December 31, 2014

 

37,943

 

$

38

 

$

204,525

 

$

(5,244)

 

$

(4,582)

 

$

(154,020)

 

$

40,717

 

Net income

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

4,841

 

 

4,841

 

Other comprehensive loss

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(1,956)

 

 

 —

 

 

(1,956)

 

Equity securities repurchased

 

 —

 

 

 —

 

 

 2

 

 

(3,383)

 

 

 —

 

 

 —

 

 

(3,381)

 

Proceeds from issuance of ESPP

 

 —

 

 

 —

 

 

(80)

 

 

661

 

 

 —

 

 

 —

 

 

581

 

Issuance of treasury shares

 

 —

 

 

 —

 

 

(4,913)

 

 

4,913

 

 

 —

 

 

 —

 

 

 —

 

Accretion of noncontrolling interest

 

 —

 

 

 —

 

 

(78)

 

 

 —

 

 

 —

 

 

 —

 

 

(78)

 

Dividend paid

 

 —

 

 

 —

 

 

(61)

 

 

 —

 

 

 —

 

 

 —

 

 

(61)

 

Acquisition of Saugatuck

 

34

 

 

 —

 

 

150

 

 

 —

 

 

 —

 

 

 —

 

 

150

 

Tax benefit on stock issuance

 

 —

 

 

 —

 

 

310

 

 

 —

 

 

 —

 

 

 —

 

 

310

 

Stock based compensation

 

 —

 

 

 —

 

 

5,049

 

 

 —

 

 

 —

 

 

 —

 

 

5,049

 

Balance December 31, 2015

 

37,977

 

 

38

 

 

204,904

 

 

(3,053)

 

 

(6,538)

 

 

(149,179)

 

 

46,172

 

Net income attributable to ISG

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(6,505)

 

 

(6,505)

 

Other comprehensive income

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(1,262)

 

 

 —

 

 

(1,262)

 

Equity securities repurchased

 

 —

 

 

 —

 

 

 —

 

 

(11,565)

 

 

 —

 

 

 —

 

 

(11,565)

 

Proceeds from issuance of ESPP

 

 —

 

 

 —

 

 

(74)

 

 

635

 

 

 —

 

 

 —

 

 

561

 

Issuance of treasury shares

 

 —

 

 

 —

 

 

(5,767)

 

 

5,767

 

 

 —

 

 

 —

 

 

 —

 

Accretion of noncontrolling interest

 

 —

 

 

 —

 

 

(309)

 

 

 —

 

 

 —

 

 

 —

 

 

(309)

 

Issuance of common stock for earn-out of Saugatuck

 

26

 

 

 —

 

 

100

 

 

 —

 

 

 —

 

 

 —

 

 

100

 

Issuance of common stock for investor

 

3,000

 

 

 3

 

 

11,997

 

 

 —

 

 

 —

 

 

 —

 

 

12,000

 

Issuance of common stock for the acquisition of Alsbridge

 

3,200

 

 

 3

 

 

10,941

 

 

 —

 

 

 —

 

 

 —

 

 

10,944

 

Tax benefit on stock issuance

 

 —

 

 

 —

 

 

(147)

 

 

 —

 

 

 —

 

 

 —

 

 

(147)

 

Stock based compensation

 

 —

 

 

 —

 

 

7,047

 

 

 —

 

 

 —

 

 

 —

 

 

7,047

 

Balance December 31, 2016

 

44,203

 

 

44

 

 

228,692

 

 

(8,216)

 

 

(7,800)

 

 

(155,684)

 

 

57,036

 

Net income attributable to ISG

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(2,130)

 

 

(2,130)

 

Other comprehensive income

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

2,134

 

 

 —

 

 

2,134

 

Equity securities repurchased

 

 —

 

 

 —

 

 

 —

 

 

(2,853)

 

 

 —

 

 

 —

 

 

(2,853)

 

Proceeds from issuance of ESPP

 

 —

 

 

 —

 

 

(136)

 

 

808

 

 

 —

 

 

 —

 

 

672

 

Issuance of treasury shares

 

 —

 

 

 —

 

 

(7,100)

 

 

7,100

 

 

 —

 

 

 —

 

 

 —

 

Accretion of noncontrolling interest

 

 —

 

 

 —

 

 

30

 

 

 —

 

 

 —

 

 

 —

 

 

30

 

Issuance of common stock for contingent earn-out

 

287

 

 

 —

 

 

721

 

 

 —

 

 

 —

 

 

 —

 

 

721

 

Purchase of non-controlling interest

 

 —

 

 

 —

 

 

488

 

 

 —

 

 

 —

 

 

 —

 

 

488

 

Stock based compensation

 

 —

 

 

 —

 

 

7,439

 

 

 —

 

 

 —

 

 

 —

 

 

7,439

 

Balance December 31, 2017

 

44,490

 

$

44

 

$

230,134

 

$

(3,161)

 

$

(5,666)

 

$

(157,814)

 

$

63,537

 

The accompanying notes are an integral part of these consolidated financial statements.

F-5


INFORMATION SERVICES GROUP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2017

    

2016

    

2015

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(2,098)

 

$

(6,378)

 

$

4,954

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation expense

 

 

3,207

 

 

1,903

 

 

1,760

 

Amortization of intangible assets

 

 

9,514

 

 

5,966

 

 

5,323

 

Deferred tax expense from stock issuances

 

 

333

 

 

147

 

 

(310)

 

Amortization of deferred financing costs

 

 

884

 

 

302

 

 

141

 

Loss on sublease

 

 

578

 

 

 —

 

 

 —

 

Stock-based compensation

 

 

7,439

 

 

7,047

 

 

5,049

 

Change in fair value of contingent consideration

 

 

145

 

 

(210)

 

 

468

 

Changes in accounts receivable allowance

 

 

351

 

 

34

 

 

174

 

Deferred tax benefit

 

 

(1,008)

 

 

(1,904)

 

 

(1,958)

 

Loss on disposal of fixed assets

 

 

19

 

 

 —

 

 

 3

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(6,028)

 

 

2,068

 

 

(7,506)

 

Prepaid expense and other assets

 

 

1,545

 

 

(714)

 

 

(1,820)

 

Accounts payable

 

 

(2,381)

 

 

1,732

 

 

(612)

 

Deferred revenue

 

 

(387)

 

 

1,409

 

 

(372)

 

Debt issuance costs

 

 

(38)

 

 

(2,730)

 

 

 —

 

Accrued expenses

 

 

(631)

 

 

3,687

 

 

3,016

 

Net cash provided by operating activities

 

 

11,444

 

 

12,359

 

 

8,310

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

(889)

 

 

(55,187)

 

 

(537)

 

Restricted cash

 

 

403

 

 

(103)

 

 

(30)

 

Purchase of furniture, fixtures and equipment

 

 

(3,169)

 

 

(2,359)

 

 

(1,378)

 

Net cash used in investing activities

 

 

(3,655)

 

 

(57,649)

 

 

(1,945)

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

Proceeds from debt

 

 

 —

 

 

72,281

 

 

 —

 

Proceeds from issuance of common stock

 

 

 —

 

 

12,000

 

 

 —

 

Principal payments on borrowings

 

 

(8,540)

 

 

(4,850)

 

 

(2,591)

 

Proceeds from issuance of ESPP shares

 

 

672

 

 

561

 

 

581

 

Payment of contingent consideration

 

 

(2,665)

 

 

(3,854)

 

 

(2,322)

 

Installment payment for acquisitions

 

 

(543)

 

 

 —

 

 

(661)

 

Dividend paid

 

 

 —

 

 

 —

 

 

(5,189)

 

Payments related to tax withholding for stock-based compensation

 

 

(2,210)

 

 

(1,700)

 

 

(1,497)

 

Debt issuance costs

 

 

 —

 

 

(137)

 

 

 —

 

Tax expense from stock issuances

 

 

 —

 

 

(147)

 

 

310

 

Equity securities repurchased

 

 

(2,853)

 

 

(11,565)

 

 

(3,381)

 

Net cash (used in) provided by financing activities

 

 

(16,139)

 

 

62,589

 

 

(14,750)

 

Effect of exchange rate changes on cash

 

 

2,285

 

 

(649)

 

 

(1,442)

 

Net (decrease) increase in cash and cash equivalents

 

 

(6,065)

 

 

16,650

 

 

(9,827)

 

Cash and cash equivalents, beginning of period

 

 

34,485

 

 

17,835

 

 

27,662

 

Cash and cash equivalents, end of period

 

$

28,420

 

$

34,485

 

$

17,835

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

Interest

 

$

5,596

 

$

1,926

 

$

1,464

 

Taxes, net of refunds

 

$

2,440

 

$

5,714

 

$

4,526

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for acquisition

 

$

 —

 

$

10,944

 

$

 

Issuance of treasury stock for vested restricted stock awards

 

$

7,100

 

$

5,767

 

$

4,913

 

The accompanying notes are an integral part of these consolidated financial statements.

F-6


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in thousands, except per share data)

NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSOPERATIONS

Information Services Group, Inc. (the “Company”, or “ISG”) was founded in 2006 with the strategic vision to become a high-growth, leading provider of information-based advisory services. In 2007, we consummated our initial public offeringThe Company specializes in digital transformation services, including automation, cloud and completed the acquisition of TPI Advisory Services Americas, Inc. (“TPI”), the pioneer in developing thedata analytics; sourcing advisory; managed governance and risk services; network carrier services; technology strategy and operations design; change management; market for sourcing advisory services.  In December 2017, we consummated our transformational acquisition of Alsbridge Holdings, Inc. (“Alsbridge”), a U.S.-based sourcing, automationintelligence and transformation advisory firm.technology research and analysis.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly‑wholly owned subsidiaries. These consolidated financial statements and footnotes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. Unless the context requires otherwise, references to the Company include ISG and its consolidated subsidiaries.

Reclassification

Certain prior years’ amounts have been reclassified to conform to the current year’s presentation, including reclassification to the Condensed Consolidated Statements of Cash Flows due to the adoption of the share-based payment accounting standard in the first quarter of 2017 as further described below under Recently Issued Accounting Pronouncements. This reclassification had no impact on our results of operations, financial position, or changes in shareholders’ equity.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. Actual results may differ from those estimates. The complexity of the estimation process and issues related to the assumptions, risks and uncertainties inherent in the application of the proportional performance method of accountingrevenue recognition guidance for contracts in which control is transferred to the customer over time affect the amounts of revenues, expenses, unbilled receivablescontract assets and deferred revenue.contract liabilities. Numerous internal and external factors can affect estimates. Estimates are also used for but not limited to:to allowance for doubtful accounts, useful lives of furniture, fixtures and equipment and definite‑definite lived intangible assets, depreciation expense, fair value assumptions in analyzingevaluating goodwill and intangible asset impairments,for impairment, income taxes and deferred tax asset valuation and the valuation of stock basedstock-based compensation.

F-7


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Business Combinations

We have acquired businesses critical to the Company’s long‑termlong-term growth strategy. Results of operations for acquisitions are included in the accompanying consolidated statement of comprehensive income from the date of acquisition. Acquisitions are accounted for using the purchase method of accounting and the purchase price is allocated to the net assets acquired based upon their estimated fair values at the date of acquisition. The excess of the purchase price over the net assets wasis recorded as goodwill. Acquisition-related costs are expensed as incurred and recorded in selling, general and administrative expenses.  Final valuations of assets and liabilities are obtained and recorded within one year from the date of the acquisition.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents, including certain money market accounts. The Company principally maintains its cash in money market and bank deposit accounts in the United States of America, which typically exceed applicable insurance limits. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Restricted Cash

Restricted cash consists of cash and cash equivalents which the Company has committed to fulfill certain obligationsfor rent deposits and are not available for general corporate purposes.

Accounts and Unbilled ReceivablesReceivable, Contract Assets and Allowance for Doubtful Accounts

Our trade receivables primarily consist of amounts due for services already performed via fixed fee or time and materials arrangements.performed. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of clients to pay fees or for disputes that affect its ability to fully collect billed accounts receivable. The allowance for these risks is prepared by reviewing the status of all accounts and recording reserves on a specific identification method based on previous experiences and historical bad debts. However, our actual experience may vary significantly from these estimates. If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay their invoices, we

F-7

Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

may need to record additional allowances or write‑offswrite-offs in future periods. To the extent the provision relates to a client’s inability or unwillingness to make required payments, the provision is recorded as bad debt expense, which is classified within selling, general and administrative expense in the accompanying consolidated statement of comprehensive income. Historically, the Company’s bad debt reserves and write-offs have not been significant.

The provision for unbilled services is recorded as a reduction to revenuesbad debt expense to the extent the provision relates to fee adjustments and other discretionary pricing adjustments.  Historically, the Company’s unbilled receivable reserves and write-offs have not been significant.

F-8During the fourth quarter of 2023, a client that had engaged us for two multi-year projects, which previously commenced in 2021 and 2022, failed to make payments as per the contracted payment schedule and we ceased performing services under the agreements. After unsuccessful negotiations, we provided the client with notice that we would be terminating the respective projects. Accordingly, during the fourth quarter of 2023, the Company recorded through bad debt expense an allowance for doubtful accounts reserve of $4.8 million associated with this client. The specific reserve recorded as of December 31, 2023 represents management' s best estimate of the probable amount of collection related to the outstanding amounts under these agreements. In the event that collection efforts prove unsuccessful, the Company may seek payment through other means, including legal action. Actual collections from the client may differ from the Company's estimate.


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist primarily of prepaid expenses for insurance, conferences, and deposits for facilities, programs, software and promotion items.

Furniture, Fixtures and Equipment, net

Furniture, fixtures and equipment isare recorded at cost. Depreciation is computed by applying the straight‑linestraight-line method over the estimated useful life of the assets, which ranges from threetwo to five years. Leasehold improvements are depreciated over the lesser of the useful life of the underlying asset or the lease term, which generally rangeranges from threetwo to five years. Expenditures for renewals and betterments are capitalized. Repairs and maintenance are charged to expense as incurred. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and any associated gain or loss thereon is reflected in the accompanying consolidated statement of comprehensive income.

Internal‑Use Software and Website Development Costs

The Company capitalizes internal‑useinternal-use software and website development costs and records these amounts within furniture, fixturesFurniture, Fixtures and equipment.Equipment, net. Accounting standards require that certain costs related to the development or purchase of internal‑useinternal-use software and systems as well as the costs incurred in the application development stage related to its website be capitalized and amortized over the estimated useful life of the software or system. They also require that costs related to the preliminary project stage, data conversion and post implementation/operation stage of an internal‑useinternal-use software development project be expensed as incurred.

During the years ended December 31, 2017, 20162023, 2022 and 2015,2021 the Company capitalized $1.3$1.7 million, $0.7$1.7 million and $0.3$0.8 million, respectively, of costs associated with system and website development.

Goodwill

Our goodwill represents the excess of the cost of businesses acquired over the fair value of the net assets acquired at the date of acquisition. Goodwill is not amortized but rather tested for impairment at least annually by applying a fair‑value based test in accordance with accounting and disclosure requirements for goodwill and other indefinite‑livedindefinite-lived intangible assets. This test is performed by us during our fourth fiscal quarter or more frequently if we believe impairment indicators are present.

The Company adopted Accounting Standards Update (“ASU”) 2017-04, "Intangibles - Goodwill and Other (Topic 350): SimplifyingA qualitative assessment is performed to determine whether the Test for Goodwill Impairment" effective December 30, 2017 which has eliminated Step 2 from the goodwill impairment test. Under this update, an entity should perform its goodwill impairment test by comparingexistence of events or circumstances leads to a determination that it is more likely than not the fair value of athe reporting unit withis less than its carrying amount. If, based on the evaluation, it is determined to be more likely than not that the fair value is less than the carrying value then goodwill is tested further for impairment. If the fair value of goodwill is lower than its carrying amount, an impairment loss is recognized in an amount equal to the difference. Subsequent increases in value are not recognized in the financial statements.

F-8

Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

There was no impairment of goodwill during the years ended December 31, 2017, 20162023, 2022 and 2015.2021. There were no indicators identified in 2023, 2022 or 2021 that would suggest that it is more likely than not that the Company’s reporting unit is impaired.

F-9Long-Lived Assets


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Long‑Lived Assets

Long‑livedLong-lived assets, excluding goodwill and indefinite‑livedindefinite-lived intangibles, to be held and used by the Company are reviewed to determine whether any significant change in the long‑livedlong-lived asset’s physical condition, a change in industry conditions or a reduction in cash flows associated with the use ofasset group that contains the long‑livedlong-lived asset. If these or other factors indicate the carrying amount of the asset group, which is the lowest level for which identifiable cash flows exist that are separately identifiable from other cash flows, may not be recoverable, the Company determines whether impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist.analysis. If impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset.asset group. The fair value of the asset group is measured using market prices or, in the absence of market prices, an estimate of discounted cash flows. Cash flows are generally discounted at an interest rate commensurate with our weighted average cost of capital for a similar asset.capital. Assets are classified as held for sale when the Company has a plan for disposal of certain assets and those assets meet the held for sale criteria of accounting and disclosure requirement for the impairment or disposal of long‑lived assets.criteria.

Debt Issuance Costs

Costs directly incurred in obtaining long‑termlong-term financing, typically bank and attorney fees, are deferred and are amortized over the life of the related loan using the effective interest method.loan. Deferred issuance costs are classified as a direct deduction to the long-term debt in the accompanying consolidated balance sheet. Amortization of debt issuance costs is included in interest expense and totaled $0.9$0.2 million, $0.3 million and $0.1$0.4 million for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively.

Revenue Recognition

We recognize our revenues forby applying the sale of servicesfollowing five steps: (1) identifying the contract with the customer; (2) identifying the performance obligation(s) in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligation(s); and products(5) recognizing revenue when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred,(or as) the fee is fixed or determinable andCompany satisfies the collectability of the related revenue is reasonably assured.performance obligation(s).

We principally derive revenues from fees for services generated on a project‑by‑projectproject-by-project basis. Prior to the commencement of a project, we reach agreement with the client on rates for services based upon the scope of the project, staffing requirements and the level of client involvement. It is our policy to obtain written agreements from new clients prior to performing services.services or when evidence of enforceable rights and obligations is obtained. In these agreements, the clients acknowledge that they will pay based upon the amount of time spent on the project or an agreed upon fee structure. Revenues for services rendered are recognized on a time and materials basis or on a fixed‑fee or capped‑fee basis in accordance with accounting and disclosure requirements for revenue recognition.

Fees for services that have been performed, but for which we have not invoiced the customers, are recorded as unbilled receivables in the accompanying consolidated balance sheets.

Revenues from subscription contracts are recognized ratably over the life of the contract, which is generally one year.  These fees are typically billed in advance and included in deferred revenue until recognized.

F-10


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Revenues for time and materials contracts, which may include capped fees or “not-to-exceed” clauses, are recognized based on the number of hours worked by our advisors at an agreed upon rate per hour and are recognized in the period in which services are performed. Revenues for time and materials contracts are billed monthly, semimonthly or in accordance with the specific contractual terms of each project. For contracts with capped fees or not-to-exceed clauses, we monitor our performance and fees billed to ensure that revenue is not recognized in excess of the contractually capped fee.

Revenues related to fixed‑fee or capped‑feefixed-fee contracts are recognized into revenue as value is delivered to the customer. The patterncustomer, consistent with the transfer of revenue recognitioncontrol to the customer over time. Revenue for these contracts varies depending on the terms of the individual contracts, and may beis recognized proportionally over the term of the contract or deferred until the end of the contract term and recognized when our obligations have been fulfilled with the customer. In instances where substantive acceptance provisions are specified in customer contracts, revenues are deferred until all acceptance criteria have been met. The pattern of revenue recognition for contracts where revenues are recognized proportionally over the term of the contact isusing an input method based on the proportional performance method of accounting using the ratioproportion of labor hours incurred as compared to the total estimated total labor hours for the fixed-fee contract performance obligations, which we consider to be the best available indicator of the pattern and timing in which contract performance obligations are fulfilled.fulfilled and control transfers to the customer. This percentage is multiplied by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period. The contracted amount used in this calculation typically excludes the amount the client pays for reimbursable expenses. There are situations where the number of hours to complete projects may exceed our original estimate as a result of an increase in project scope or unforeseen events. On a regular basis, we review the hours incurred and estimated total labor hours to complete. The results of any revisions in these estimates are reflected in the period in which they become known. We believe we have demonstrated

For managed service implementation contracts, revenue is recognized over time as a historypercentage of successfully estimatinghours incurred to date as compared to the total laborexpected hours of the implementation, consistent with the transfer of control to completethe customer. For ongoing managed services contract, revenue is recognized over time, consistent with the weekly or monthly fee specified within such arrangements.

F-9

Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

We also derive revenues based on negotiating reductions in network and software costs of companies with the entity’s related service providers and providing other services such as audits of network and communication expenses and consultation for network architecture. These contracts can be fixed in fees or can be based on the level of savings achieved related to its communications costs.  Additionally, these contracts can also have a project.fixed component and a contingent component that is based on the savings generated by the Company. For network and software contingency contracts with termination for convenience clauses, revenue is recognized over time due to the existence of provisions for payment for progress incurred to date plus a reasonable profit margin. The contract periods range from a few months to in excess of a year.

We also enter into arrangements for the sale of automation software licenses and related delivery of consulting or implementation services at the same time or within close proximity to one another. Such software-related performance obligations include the sale of on-premise software, hybrid and software-as-a-service licenses, as well as other software-related services. Revenue associated with the software performance obligation is primarily recognized at the point at which the software is installed or access is granted.

Revenue associated with events is recognized at the point of time at which the event occurs and is primarily comprised of sponsorships. Conversely, revenue associated with research subscriptions is recognized over time, as the customer accesses our data or related platforms. In addition, we sell research products for which the revenue is recognized at a point in time upon delivery to the client.

The agreements entered into in connection with a project whether on a time and materials basis or fixed‑fee or capped‑fee basis, typically allow our clients to terminate early due to breach or for convenience with 30 days’ notice. In the event of termination, the client is contractually required to pay for all time, materials and expenses incurred by us through the effective date of the termination. In addition, from time to time, we enter into agreements with clients that limit our right to enter into business relationships with specific competitors of that client for a specific time period. These provisions typically prohibit us from performing a defined range of services that itwe might otherwise be willing to perform for potential clients. These provisions are generally limited to six to twelve months and usually apply only to specific employees or the specific project team.

We also derive revenues based on negotiating reductions in network costs of companies with the entity’s related service providers and providing other services such as audits of network and communication expenses, and consultation for network architecture.  These contracts can be fixed in fees or can be based on the level of savings achieved related to its communications costs.  Additionally, these contracts can also have a fixed component and a contingent component that is based on the savings generated by the Company.  For these contracts,When we record the fixed fees using the milestone method of accounting such that revenues are recorded over the period of the delivery of the services. Revenues that are determined based on a percentage of the ultimate level of savings are considered earned and recorded as revenues when the work has been completed, and the savings and resulting revenues can be determined.  We do not defer any costs incurred related to services which

F-11


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

revenues are determined based on the ultimate savings.  The contract periods range from a few months to in excess of a year.

We recognize revenues in advance of billing, those revenues are recorded as unbilled revenues.contract assets. When we receive cashinvoice in advance of completing services or earning revenues, those amounts are recorded as unearned revenues.contract liabilities.

We also enter into arrangements for the sale of robotics software licenses and related delivery of consulting services at the same time or within close proximity to one another. Such software related multiple-element arrangements include the sale of software licenses, post contract support (“PCS”), and other software related services whereby software license delivery is followed by the subsequent or contemporaneous delivery of the other elements.  We apply Accounting Standards Codification (“ASC”) 985-605, Software Revenue Recognition to account for these arrangements.  The PCS services are not accounted for as a separate unit of accounting.  Since vendor specific objective evidence (“VSOE”) of the license sale, PCS and other consulting service for the multiple element arrangements is not determinable and because licenses of the customer are one year in length, we record revenue for these arrangements in a straight line manner commencing after installation is complete, over the remaining term of the license.

Reimbursable Expenditures

Amounts billed to customers for reimbursable expenditures are included in revenues and the associated costs incurred by the Company are included in direct costs and expenses for advisors in the accompanying consolidated statement of comprehensive income. Non‑reimbursableNon-reimbursable amounts are expensed as incurred. Reimbursable expenditures totaled $9.8$1.5 million $8.7$0.8 million and $10.1$0.3 million for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively. The increase was attributable to pandemic-related travel restrictions being lifted and attending more in person meetings with clients to drive revenue.

Direct Costs and Expenses for Advisors

Direct costs and expenses for advisors include payroll expenses and advisory fees directly associated with the generation of revenues and other program expenses. Direct costs and expenses for advisors are expensed as incurred.

Direct costs and expenses for advisors also include expense accruals for discretionary bonus payments. Bonus accrual levels are adjusted throughout the year based on actual and projected individual and Company performance.

Stock‑BasedStock-Based Compensation

We grant restricted stock units with a fair value that is determined based on the closing price of our common stock on the date of grant. Such grants generally vest ratably over a four-yeartwo-to-four-year period for employees and a three-year period for directors. Stock‑basedStock-based compensation expense is recognized ratably over the applicable service period.

We follow the provisions of accounting and disclosure requirements for share-based payments, including the measurement and recognition of all share-based compensation under the fair value method.

F-12F-10


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

We follow the provisions of accounting and disclosures requirement for share-based payments, requiring the measurement and recognition of all share‑based compensation under the fair value method.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. The Company places its cash investments with high qualityhigh-quality financial institutions. The Company extends credit to its customers based upon an evaluation of the customer’s financial condition and credit history and generally does not require collateral.

Treasury Stock

The Company makes treasury stock purchases in the open market pursuant to the share repurchase program, which was most recently approved by the Board of Directors on March 9, 2016.August 1, 2023.

Treasury stock is recorded on the consolidated balance sheet at cost as a reduction of stockholders’ equity. Shares are released from Treasury at original cost on a first‑in, first‑outfirst-in, first-out basis, with any gain or loss on the sale reflected as an adjustment to additional paid‑inpaid-in capital. Losses are reflected as an adjustment to additional paid‑in capital to the extent of gains previously recognized, otherwise as an adjustment to retained earnings.

Foreign Currency Translation

The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the end of the reporting period. Revenue and expense items are translated at average exchange rates for the reporting period. Resulting translation adjustments are included in the accompanying statement of comprehensive income and accompanying statement of stockholders’ equity as a component of Accumulated Other Comprehensive Loss.

The functional currency of the Company and its subsidiaries is the respective local currency. The Company has contracts denominated in foreign currencies, and therefore a portion of the Company’s revenues are subject to foreign currency risks. Transactional currency gains and losses that arise from transactions denominated in currencies other than the functional currencies of our operations are recorded in Foreign Currency Transaction LossTranslation in the accompanying consolidated statement of comprehensive income.

Fair Value of Financial Instruments

The carrying value of the Company’s cash and cash equivalents, receivables, accounts payable, other current liabilities and accrued interest approximate fair value.

Fair value measurements were applied with respect to our nonfinancial assets and liabilities measured on a nonrecurring basis, which would consist of measurements primarily to goodwill, intangible assets and other long‑livedlong-lived assets and assets acquired and liabilities assumed in a business combination.

F-13


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Fair value is the price that would be received upon a sale of an asset or paid upon a transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). Market participants can use market data or assumptions in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market‑corroborated,market-corroborated or generally unobservable. The use of unobservable inputs is intended to allow for fair value determinations in situations where there is little, if any, market activity for the asset or liability at the measurement date. Under the fair‑valuefair-value hierarchy:

Level 1 measurements include unadjusted quoted market prices for identical assets or liabilities in an active market;

Level 2 measurements include quoted market prices for identical assets or liabilities in an active market that have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets; and

Level 3 measurements include those that are unobservable and of a highly subjective measure.

During 2017,2023, there were no transfers of our financial assets between Level 1, and Level 2 or Level 3 measures. Our financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

F-14F-11


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

The following tables summarize assets and liabilities measured at fair value on a recurring basis at the dates indicated:

Basis of Fair Value Measurements

 

December 31, 2023

 

Level 1

 

Level 2

 

Level 3

Total

Assets:

Cash equivalents

 

$

7,067

 

$

 

$

 

$

7,067

Total

 

$

7,067

 

$

 

$

 

$

7,067

Liabilities:

Contingent consideration (1)

 

$

 

$

 

$

5,894

 

$

5,894

 

$

 

$

 

$

5,894

 

$

5,894

Basis of Fair Value Measurements

 

December 31, 2022

 

Level 1

 

Level 2

 

Level 3

Total

Assets:

Cash equivalents

 

$

18

 

$

 

$

 

$

18

Total

 

$

18

 

$

 

$

 

$

18

Liabilities:

Contingent consideration (1)

 

$

 

$

 

$

5,593

 

$

5,593

 

$

 

$

 

$

5,593

 

$

5,593

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basis of Fair Value Measurements

 

 

 

12/31/2017

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

303

 

$

 -

 

$

 -

 

$

303

 

Total

 

$

303

 

$

 -

 

$

 -

 

$

303

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration (1) 

 

$

 -

 

$

 -

 

$

3,698

 

$

3,698

 

 

 

$

 -

 

$

 -

 

$

3,698

 

$

3,698

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basis of Fair Value Measurements

 

 

 

12/31/2016

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

22

 

$

 -

 

$

 -

 

$

22

 

Total

 

$

22

 

$

 -

 

$

 -

 

$

22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration (1) 

 

$

 -

 

$

 -

 

$

6,073

 

$

6,073

 

 

 

$

 -

 

$

 -

 

$

6,073

 

$

6,073

 

(1)The current and noncurrent contingent consideration are included in “Accrued expenses and other current liabilities,” and “Other liabilities”, respectively, as of December 31, 2023 and December 31, 2022.

(1)The short-term portion is included in “accrued expenses.” The long-term portion is included in “Other liabilities.”

The fair value measurement of this contingent consideration is classified within Level 3 of the fair value hierarchy and reflects the Company’s own assumptions in measuring fair values using the income approach.approach.  In developing these estimates, the Company considered certain performance projections, historical results and industry trends. This amount was estimated through a valuation model that incorporated probability-weighted assumptions related to the achievement of these milestones and the likelihood of the Company making payments. These cash outflow projections have then been discounted using a rate ranging from 14.5% to 27.3%.  of 4.9% and 2.5% for December 31, 2023, and 2022, respectively.

The following table represents the change in the contingent consideration liability during the years ended December 31, 2023 and 2022:

 

December 31,

 

2023

     

2022

     

  

Beginning Balance

$

5,593

$

2,420

Neuralify earnout adjustment (1)

(1,420)

Neuralify earnout payment

(1,000)

Change 4 Growth contingent consideration payment

(1,460)

Change 4 Growth contingent consideration accrued

5,560

Ventana contingent consideration accrued

1,657

Accretion of contingent consideration

 

104

 

33

Ending Balance

$

5,894

$

5,593

(1)Neuralify earnout adjustment relates to a change in the achievement of a certain milestone specific to the acquisition.

F-12

Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

The Company’s financial instruments include outstanding borrowings of $116.7$79.2 million atboth as of December 31, 20172023 and $125.3 million at December 31, 2016,2022, which are carried at amortized cost.  The fair value of debt is classified within Level 3 of the fair value hierarchy. The fair value of the Company’s outstanding borrowings iswas approximately $116.5$79.8 million and $124.9$76.5 million at December 31, 20172023 and 2016,December 31, 2022, respectively. The fair

F-15


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

values of debt have been estimated using a discounted cash flow analysis based on the Company's incremental borrowing rate for similar borrowing arrangements. The incremental borrowing rate used to discount future cash flows ranged from 2.00% to 5.2%.was 6.9% and 6.3% for December 31, 2023 and 2022, respectively. The Company also considered recent transactions of peer group companies for similar instruments with comparable terms and maturities as well as an analysis of current market conditions.conditions and interest rates. In the third quarter of 2023, the Company borrowed $5.0 million against the revolver and subsequently repaid $5.0 million during that quarter. The Company is currently in compliance with its financial covenants.

The following table represents the change in the contingent consideration liability during the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 

2017

     

2016

 

     

  

 

 

 

 

 

Beginning Balance

 

 

$

6,073

 

$

4,019

Payment of contingent consideration

 

 

 

(3,386)

 

 

(3,954)

Acquisitions 

 

 

 

 —

 

 

4,946

Change in fair value of contingent consideration

 

 

 

145

 

 

(210)

Accretion of contingent consideration

 

 

 

826

 

 

1,259

Unrealized gain related to currency translation

 

 

 

40

 

 

13

Ending Balance

 

 

$

3,698

 

$

6,073

Income Taxes

We use the asset and liability method to account for income taxes, including recognition of deferred tax assets and liabilities for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax basis. We review our deferred tax assets for recovery. A valuation allowance is established when we believe that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in the valuation allowance from period to period are included in our tax provision in the period of change.

For uncertain tax positions, we use athe prescribed model for assessing the financial recognition and measurement of all tax positions taken or expected to be taken in its tax returns. TheThis guidance provides clarification on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. Our provision for income taxes also includes the impact of provisions established for uncertain income tax positions, as well as the related interest.

Recently Issued Accounting Pronouncements

In December 2017,June 2016, the Tax CutsFinancial Accounting Standards Board (FASB) issued new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable and Jobs Act (the “TCJ Act”) legislation was enacted.contract assets, and available for sale debt securities. The TCJ Act includes significant changesnew guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses and additional disclosures. We adopted this standard using the modified retrospective approach with an effective date of January 1, 2023. The Company recognized a cumulative effect adjustment increasing accumulated deficit and increasing the allowance for credit losses by $0.1 million.

NOTE 3—REVENUE

The majority of our revenue is derived from contracts that can span from a few months to several years. We enter into contracts that can include various combinations of services, which, depending on contract type, are sometimes capable of being distinct. If services are determined to be distinct, they are accounted for as separate performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the U.S. corporate tax system, includingclient and is the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts have a U.S. federal corporate income tax rate reductionsingle performance obligation as the promise to transfer the individual services is not separately identifiable from 35% to 21% and other changes. Accounting Standards Codification 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognizedpromises in the periodcontracts and, therefore, is not distinct. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using our best estimate of the standalone selling price, or SSP, of each distinct product or service in the contract. The Company establishes SSP based on management’s estimated selling price or observable prices of products or services sold separately in comparable circumstances to similar clients.

Our contracts may include promises to transfer multiple services and products to a client. Determining whether services and products are considered distinct performance obligations that should be accounted for separately versus together may require judgment.

Contract Balances

The timing of revenue recognition, billings and cash collections result in billed accounts receivables, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities). Our clients are billed based on the type of arrangement.  A portion of our services is billed monthly based on hourly or daily rates. There are also client engagements in which we bill a fixed amount for our services. This may be one single amount covering the legislation was enacted. As such, we have accountedwhole engagement or several amounts for the tax effects as a result of the enactment of the TCJ Act as of December 31, 2017.

various phases, functions, or milestones. Generally,

F-16F-13


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standard Board (the “FASB”) issued new accounting guidance that outlines a single, comprehensive model for entitiesbilling occurs subsequent to userevenue recognition, resulting in accounting for revenue. Under the guidance,contract assets. However, we sometimes receive advances or deposits before revenue is recognized, when a company transfers promised goods or services to customersresulting in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In addition, the guidance requires significantly expanded disclosures around the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

We will adopt the standard using the cumulative catch-up transition method. We will also use practical expedients permitted by the standard when applicable. These practical expedients include:

·

applying the new guidance only to contracts that are not completed as of January 1, 2018; and

·

expensing the incremental costs to obtain a contract as incurred when the expected amortization period is one year or less.

The Company has adopted this guidance effective as of January 1, 2018. In preparation for adoption of the standard, we have reached conclusions on key accounting assessments related to the standard and are in the process of implementing related internal control changes.

For software and implementation contracts, revenue recognition on the software component will be accelerated to the point at which the software is installed, while revenue on the implementation component will be recognized over the software implementation period as a percentage of hours incurred to date as compared to the total expected hours. In addition, the software cost will no longer be capitalized and amortized over the term of the software. Instead, the software cost will be expensed once the software is installed.

For network contingency contracts with termination for convenience clauses, revenue will be recognized over time due to the existence of provisions for payment for progress incurred to date plus a reasonable profit margin in contracts with termination for convenience clauses.

For managed service implementation contracts, revenue will be recognized over time as a percentage of hours incurred to date as compared to the total expected hours of the implementation.

Based on our assessment, we concluded that our historical revenue recognition will not significantly change other than for software and implementation contracts, certain network contingency contracts, and certain managed service implementation contracts.

Given the foregoing revenue recognition timing changes, adoption of the standard will result in an increase of approximately $3.4 million to retained earnings (gross of tax) due to revenue being accelerated. This increase to retained earnings is partially offset by a decrease of approximately $1.8 million primarily due to software cost being expensed and a related amount of recorded income tax expense. This resulted in a net cumulative catch-up adjustment of approximately $1.6 million increase to retained earnings in Q1 2018.    

F-17


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

The Company will continue to further evaluate the effect that the adoption of the standard will have on our disclosures as we prepare for our first quarter 2018 Form 10-Q filing.

In November 2015, the FASB issued an accounting standard update to simplify the presentation of deferred income taxes on the balance sheet. The update requires that all deferred taxcontract liabilities. Contract assets and liabilities be classified as noncurrent. Theare generally reported in the current guidance that deferred tax assets and current liabilities of a tax-paying component of an entity be offset and presented as a single amount is not impacted by this update. The provisionssections of the new standardconsolidated balance sheet, at the end of each reporting period, based on the timing of the satisfaction of the related performance obligation(s). For multi-year software sales with annual invoicing, we perform a significant financing component calculation and recognize the associated interest income throughout the duration of the financing period. In addition, we reclassify the resulting contract asset balances as current and noncurrent receivables as receipt of the consideration is conditional only on the passage of time and there are effective beginning January 1, 2017,no performance risk factors present. See the table below for annuala breakdown of contract assets and interim periods and early adoption is permitted.  The Company adopted this guidance on a prospective method; therefore, prior periods were not retrospectively adjusted.  As a result of this adoption, $1.1 million of net current deferred tax assets arecontract liabilities.

    

December 31,

    

December 31,

    

2023

    

2022

Contract assets

$

30,176

$

32,249

Contract liabilities

$

9,521

$

7,058

Revenue recognized for the year ended December 31, 2023 that was included in the net noncurrent deferred tax assets ascontract liability balance at January 1, 2023 was $5.5 million and represented primarily revenue from our fixed-fee, research, and subscription contracts.

Remaining performance obligations

As of December 31, 2017.  The adoption of this guidance in the first quarter of 2017 by2023, the Company did not havehad $109.1 million of remaining performance obligations, the majority of which are expected to be satisfied within the next year.

NOTE 4ACQUISITION

Ventana Research Acquisition

On October 31, 2023, a material impact on its results of operations.

In February 2016, the FASB issued guidance on accounting for leases which requires lessees to recognize most leases on their balance sheets for the rights and obligations created by those leases.  The guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases and will be effective for interim and annual periods beginning after December 15, 2018.  Early adoption is permitted.  The guidance requires the use of a modified retrospective approach.  The Company is evaluating the impactsubsidiary of the guidance on its consolidated financial statementsCompany executed an Asset Purchase Agreement with Ventana Research, Inc. (“Ventana Research”) and related disclosures.

In March 2016,consummated the FASB issued ASU 2016-09, amended guidance related to employee share-based payment accounting. The new guidance requiresacquisition of substantially all income tax effects of awards to be recognized in the income statement when the awards vest or are settled, allows an employer to repurchase more of an employee’s shares than previously allowed for tax withholding purposes without triggering liability accounting, allows a company to make a policy election to account for forfeitures as they occur, and eliminates the requirement that excess tax benefits be realized before companies can recognize them. The new guidance also requires excess tax benefits and tax shortfalls to be presented on the cash flow statement as an operating activity rather than as a financing activity, and clarifies that cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation are to be presented as a financing activity. This guidance is effective prospectively for annual reporting periods, and interim periods therein, beginning after December 15, 2016.

We have adopted ASU 2016-09 effective January 1, 2017 on a prospective basis as permitted by the new standard.  As a result of this adoption:

·

Tax expenses of $0.3 million were recognized on stock-based compensation expense were reflected as a component of the provision for income taxes for the year ended December 31, 2017.

·

We elected to adopt the cash flow presentation of the excess tax benefits prospectively where these benefits are classified along with other income tax cash flows as operating cash flows.

F-18


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

·

We have elected to continue to estimate the number of stock-based awards expected to vest, rather than electing to account for forfeitures as they occur to determine the amount of compensation cost to be recognized in each period.

·

We presented employee taxes paid as a financing activity on the Condensed Consolidated Statements of Cash Flows retrospectively, as such the comparable period within the Condensed Consolidated Statements of Cash Flows has been recast to reflect the adoption.

The adoption of this guidance in the first quarter of 2017 by the Company did not have a material impact on its results of operations.

In August 2016, the FASB issued new guidance intended to reduce diversity in practice in how certain cash receipts and payments are classified in the statement of cash flows, including debt prepayment or extinguishment costs, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, and distributions from certain equity method investees. The guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The guidance requires application using a retrospective transition method. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In November 2016, the FASB issued an accounting standard to require that amounts generally described as restricted cash and restricted cash equivalents be presented with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. If different, a reconciliation of the cash balances reported in the cash flow statement and the balance sheet would need to be provided along with explanatory information. The guidance is effective on January 1, 2018.  We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

In January 2017, the FASB issued an accounting standard that changes the GAAP definition of a business which can impact the accounting for asset purchases, acquisitions, goodwill impairment, and other assessments.  The guidance is effective on January 1, 2018.  We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

In January 2017, the FASB issued an accounting standard that eliminates Step 2 of the goodwill impairment test, which required us to determine the implied fair value of goodwill by allocating the reporting unit's fair value to each of its assets, and assumed certain liabilities, as if the reporting unit was acquired in a business acquisition.  Instead, the updated guidance requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit to its carrying value, and recognizing a non-cash impairment charge for the amount by which the carrying value exceeds the reporting unit's fair value with the loss not exceeding the total amount of goodwill allocated to that reporting unit.  The updated guidance is effective beginning January 1, 2020, with early adoption permitted, and will be applied on a prospective basis.  The adoption of this guidance in 2017 by the Company did not have a material impact on its results of operations.

F-19


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

NOTE 3—ACQUISITION

Alsbridge Acquisition

On December 1, 2016 (the “Alsbridge Acquisition Date”), a wholly-owned subsidiary of Information Services Group, Inc. (“ISG” or the “Company”) executed an Agreement and Plan of Merger (the “Alsbridge Agreement”), by and among Alsbridge Holdings, Inc., a Delaware corporation (“Alsbridge”), ISG Information Services Group Americas, Inc., a Texas corporation (“Parent”), Gala Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”), and LLR Equity Partners III, L.P., solely in its capacity as representative of the equity holders of Alsbridge, pursuant to which Acquisition Sub merged with and into Alsbridge with Alsbridge becoming an indirect wholly-owned subsidiary of ISG (the “Merger”).

Under the terms of the Alsbridge Agreement, Parent paid to the former security holders of Alsbridge merger consideration with an aggregate value equal to approximately $74.0 million, consisting of $56.0 million in cash, an aggregate of $7.0 million in unsecured subordinated promissory notes and 3.2 million shares of ISG’s common stock, par value $0.001 per share (“ISG Stock”) (collectively, the “Merger Consideration”).  The stockholders of Alsbridge also could receive contingent consideration in an aggregate amount up to approximately $2.5 million based upon the collection of certain accounts receivable.  The fair value of this contingent consideration has been determined to be $1.5 million.  Pursuant to the terms of the Alsbridge Agreement, Alsbridge will indemnify the Company for uncertain tax positions and tax liabilities that were incurred by Alsbridge.  The Company has recorded these tax liabilities and related indemnification asset in the amount of $2.0 million as of the acquisition date.  This was a complementary acquisition which combines ISG research, digital, sourcing and managed services with Alsbridge’s network carrier services, robotic process automation and incremental sourcing advisory capabilities.  The combined firm will offer a broader range of services, deeper proprietary data and market intelligence, and more extensive expertise to help enterprise, government, and service and technology provider clients leverage digital technologies to achieve operational excellence.

Ventana Research. The purchase price has been allocatedwas comprised of $1.0 million of cash consideration paid at closing. Ventana Research will also have the right to receive additional consideration paid via earn-out payments, if certain financial targets are met. At the assets acquired and liabilities assumed based upon theiragreement date, the Company estimated fair values as of the Alsbridge Acquisition Date.  The purchase price allocation was based upon a valuation completed by third-party valuation specialists using an income approach and estimates and assumptions

F-20such earn-out payment would be $1.7 million.


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

provided by management.  The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill.  The $45.0 million allocated to goodwill is not deductible for tax purposes.

The following table summarizes the preliminary consideration transferred to acquire AlsbridgeVentana Research, Inc. and the amountsamount of identified assets acquired, and liabilities assumed, as of the Alsbridge Acquisition Date:agreement date:

Cash

    

$

1,000

Contingent consideration

 

1,657

Total allocable purchase price

$

2,657

The final allocable price consistsamount of the following:

 

 

 

 

 

Cash

    

$

56,000

 

Contingent consideration

 

 

1,456

 

Note payable(1)

 

 

6,810

 

Common stock(2)

 

 

10,944

 

Total allocable purchase price

 

$

75,210

 


(1)Note discounted at market rate

(2)3,200,000 shares issued at $3.42 per share as part of the Merger.

Recognized amounts ofrecognized identifiable assets acquired and liabilities assumed as of the Alsbridge Acquisition Date:

 

 

 

 

 

Cash

    

$

2,674

 

Accounts and other receivable

 

 

16,767

 

Other assets

 

 

5,856

 

Intangible assets

 

 

25,246

 

Accounts payable

 

 

(733)

 

Deferred income tax liability of acquired intangible assets

 

 

(9,593)

 

Accrued expenses and other

 

 

(9,352)

 

Net assets acquired

 

$

30,865

 

 

 

 

 

 

Goodwill

 

$

44,345

 

agreement date:

Acquisition-related costs

Accounts receivable

$

404

Intangible assets

 

1,400

Contract liabilities

 

(1,362)

Net assets acquired

$

442

Goodwill

$

2,215

The primary factors that drove the goodwill recognized, the majority of which is deductible for tax purposes, were the inclusion of the legacy Ventana Research workforce and allowing the Company to penetrate an entirely new market sector: software technology vendors.

F-14

Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Costs associated with this Mergeracquisition are included in the selling, general and administrative expensesexpense in the Consolidated Statement of Income and Comprehensive Income and totaled $3.5$0.1 million forduring the year ended December 31, 2016.2023. This business combination was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated on a preliminary basis to the assets acquired and liabilities assumed based on estimated fair values as of the closing date. During 2017, the Company recorded a $0.6 million adjustment to the purchase price allocation, which was the result of a correction of an error in the pre-acquisition deferred tax calculation.  The impact was not material to the Consolidated Statement of Comprehensive Income and the Company did not consider the amount material to prior periods. As such, the correction for this error was made during the year ended December 31, 2017.  Based on the valuation and other factors as described above, the purchase price assigned to intangible assets and the amortization period was as follows:

    

Purchase Price

    

Estimated

     

Allocation

     

Useful Lives

Amortizable intangible assets:

Trademark and trade name

$

600

 

3 years

Customer relationships

700

7 years

Noncompete agreements

100

2 years

Total intangible assets

$

1,400

The Consolidated Statement of Income and Comprehensive Income includes revenue from the Ventana Research acquisition subsequent to the closing. Had the acquisition occurred as of January 1, 2023, approximately $3.9 million of revenue would have been recognized.

Change 4 Growth Acquisition

On October 31, 2022, a subsidiary of the Company executed an Asset Purchase Agreement with Change 4 Growth, LLC (“Change 4 Growth”) and consummated the acquisition of substantially all the assets, and assumed certain liabilities, of Change 4 Growth. The purchase price was comprised of $3.8 million of cash consideration, $0.6 million of shares of ISG common stock issued promptly after closing and Change 4 Growth will also have the right to receive additional consideration paid via earn-out payments, if certain financial targets are met. At the agreement date, the company estimated such earn-out payment would be $5.6 million.

The following table summarizes the consideration transferred to acquire Change 4 Growth and the amounts of identified assets acquired, and liabilities assumed as of the agreement date:

Cash

    

$

3,450

Accrued working capital adjustment

378

ISG common stock

 

600

Contingent consideration

 

5,560

Total allocable purchase price

$

9,988

This acquisition was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated to the assets acquired and liabilities assumed based on the fair values as of the closing date. Based on the valuation and other factors as described above, the purchase price assigned to intangible assets was as follows:

Accounts receivable and contract assets

$

1,841

Intangible assets

 

4,300

Accounts payable and accrued expense

(428)

Contract liabilities

 

(85)

Net assets acquired

$

5,628

Goodwill

$

4,360

The primary factors that drove the goodwill recognized, the majority of which is deductible for tax purposes, were the inclusion of legacy Change 4 Growth workforce and associated organizational change management expertise to enhance and expand the offerings of the ISG Enterprise Change service line.

F-21F-15


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Costs associated with this acquisition are included in the selling, general and administrative expense in the Consolidated Statement of Income and Comprehensive Income and totaled $0.2 million during year ended December 31, 2022. Based on the valuation and other factors as described above, the purchase price assigned to intangible assets and the amortization period were as follows:

 

 

 

 

 

 

 

 

    

Purchase Price

    

 

 

 

     

Allocation

     

Asset Life

 

Amortizable intangible assets:

 

 

 

 

 

 

Customer relationships

 

$

17,316

 

15

 years

Non-compete

 

 

239

 

5

 years

Databases

 

 

7,691

 

15

 years

Total intangible assets

 

$

25,246

 

 

 

    

Purchase Price

    

Estimated

     

Allocation

     

Useful Lives

Amortizable intangible assets:

Trademark and trade name

$

1,100

 

3 years

Customer relationships

2,900

8 years

Noncompete agreements

300

2 years

Total intangible assets

$

4,300

The Condensed Consolidated Statements of Comprehensive Income includes the results of the Alsbridge acquisition subsequent to the closing. Alsbridge contributed revenues of $5.5 million and net income of $0.1 million for the year ended December 31, 2016. The following unaudited pro forma financial information for the years ended December 31, 2016 and 2015, assumes that the acquisitions of Alsbridge occurred at the beginning of the periods presented.  The unaudited proforma financial information is presented for information purposes only.  Such information is based upon the stand alone historical results of each company and does not reflect the actual results that would have been reported had the acquisitions been completed when assumed, nor is it indicative of the future results of operations for the combined enterprise.

 

 

 

 

 

 

 

Year Ended

 

December 31,

 

2016

 

2015

 

(unaudited)

Revenue

$

269,161

     

$

279,108

Net (loss) income

$

(5,528)

 

$

6,780

F-22


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

NOTE 4— 5—NET INCOME (LOSS) PER COMMON SHARE

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would share in the net income of the Company. For the year ended December 31, 2016 and 2015, the effect of 34,3742023, 2.3 million restricted stock appreciation rights (“SARs”)units have not been considered in the diluted earnings per share sincecalculation, as the market price of the stock was less than the exercise price during the period in the computation. effect would anti-dilutive.

The following tables set forth the computation of basic and diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

 

2017

    

2016

    

2015

 

Basic:

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to ISG

 

$

(2,130)

 

$

(6,505)

 

$

4,841

 

Weighted average common shares

 

 

43,025

 

 

36,625

 

 

37,186

 

(Loss) earnings per share attributable to ISG

 

$

(0.05)

 

$

(0.18)

 

$

0.13

 

Diluted:

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to ISG

 

$

(2,130)

 

$

(6,505)

 

$

4,841

 

Interest expense of convertible debt, net of tax

 

 

 —

 

 

 —

 

 

80

 

Net (loss) income attributable to ISG, as adjusted

 

$

(2,130)

 

$

(6,505)

 

$

4,921

 

Basic weighted average common shares

 

 

43,025

 

 

36,625

 

 

37,186

 

Potential common shares

 

 

 —

 

 

 —

 

 

1,750

 

Diluted weighted average common shares

 

 

43,025

 

 

36,625

 

 

38,936

 

Diluted (loss) earnings per share attributable to ISG

 

$

(0.05)

 

$

(0.18)

 

$

0.13

 

Year Ended December 31,

2023

    

2022

 

2021

    

Basic:

Net income

$

6,154

$

19,726

$

15,529

Weighted average common shares

 

48,609

 

48,175

 

48,638

Earnings per share

$

0.13

$

0.41

$

0.32

Diluted:

Net income

$

6,154

$

19,726

$

15,529

Basic weighted average common shares

 

48,609

 

48,175

 

48,638

Potential common shares

 

1,566

 

2,245

 

3,118

Diluted weighted average common shares

 

50,175

 

50,420

 

51,756

Diluted earnings per share

$

0.12

$

0.39

$

0.30

NOTE 5—6—ACCOUNTS RECEIVABLE AND UNBILLED RECEIVABLESCONTRACT ASSETS

Accounts receivable and unbilled receivables,contract assets, net of valuation allowance, consisted of the following:

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

    

2017

    

2016

 

Accounts receivable

 

$

53,405

 

$

51,264

 

Unbilled receivables

 

 

17,271

 

 

13,306

 

Receivables from related parties

 

 

148

 

 

92

 

 

 

$

70,824

 

$

64,662

 

Years Ended December 31,

 

    

2023

    

2022

 

Accounts receivable

$

51,758

$

47,611

Contract assets

 

30,176

 

32,249

Receivables from related parties

 

183

 

310

$

82,117

$

80,170

F-23F-16


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

NOTE 6—7—FURNITURE, FIXTURES AND EQUIPMENT

Furniture, fixtures and equipment consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated

 

December 31,

 

 

    

Useful Lives

    

2017

    

2016

 

Computer hardware, software and other office equipment

 

2

to

5

years

 

$

6,250

 

$

5,317

 

Furniture, fixtures and leasehold improvements

 

2

to

5

years

 

 

2,715

 

 

2,441

 

Internal-use software and development costs

 

3

to

5

years

 

 

6,969

 

 

5,676

 

Accumulated depreciation

 

 

 

 

 

 

 

(10,705)

 

 

(8,645)

 

 

 

 

 

 

 

 

$

5,229

 

$

4,789

 

Years Ended December 31,

    

Estimated Useful Lives

    

2023

    

2022

 

Computer hardware, software and other office equipment

 

2 to 5

 

years

$

4,010

$

3,343

Furniture, fixtures and leasehold improvements

 

2 to 5

years

 

3,188

 

3,235

Software and development costs

 

3 to 5

years

 

12,553

 

10,870

Accumulated depreciation

 

(13,305)

 

(11,519)

$

6,446

$

5,929

Depreciation expense was $3.2$3.1 million, $1.9$3.0 million and $1.8$2.7 million for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively.

NOTE 7—8—LEASES

The Company recognizes lease payments in the consolidated statements of income on a straight-line basis over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments.

The Company leases its office space and office equipment under long-term operating lease agreements which expire at various dates through November 2030, some of which include options to extend the leases for up to 3 years, and some of which included options to terminate the leases within 1 year. Under the operating leases, the Company pays certain operating expenses relating to the office equipment and leased property.

The components of lease expense were as follows:

Years Ended December 31,

    

2023

    

2022

Lease cost

Operating lease cost

$

2,501

$

2,128

Finance lease cost:

Amortization of right-of-use assets

121

375

Interest on lease liabilities

7

40

Short-term lease cost

 

45

 

44

Variable lease cost

 

159

 

225

Sublease income

 

 

(187)

Total lease cost

$

2,833

$

2,625

Supplemental cash flow information related to leases was as follows

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from finance leases

$

7

$

40

Operating cash flows from operating leases

$

2,562

$

2,594

Financing cash flows from finance leases

$

132

$

381

F-17

Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Supplemental balance sheet information related to leases was as follows:

(In thousands, except lease term and discount rate)

Years Ended December 31,

    

2023

    

2022

Operating leases

Operating lease right-of-use assets

$

7,473

$

6,780

Current operating lease liabilities (1)

$

2,589

 

2,399

Non-current operating lease liabilities

 

5,287

 

4,857

Total operating lease liabilities

$

7,876

$

7,256

Finance leases

Finance lease right-of-use assets (2)

$

188

$

110

Current finance lease liabilities (1)

$

120

 

381

Non-current finance lease liabilities

 

64

 

46

Total finance lease liabilities

$

184

$

427

Weighted average remaining lease term (in years)

Operating leases

4.7

3.8

Finance leases

2.1

2.0

Weighted average discount rate

Operating leases

9.4%

7.9%

Finance leases

10.4%

5.4%

(1)Current lease liabilities are included in “Accrued expenses and other current liabilities.”
(2)Finance lease right-of-assets are included in “Furniture, fixtures and equipment, net.”

Maturities of lease liabilities were as follows:

Operating

Finance

    

Leases

Leases

Year Ending December 31,

2024

$

2,766

$

123

2025

2,543

50

2026

1,850

8

2027

 

865

 

8

2028

 

543

 

8

Thereafter

1,886

1

Total lease payments

 

10,453

 

198

Less imputed interest

(2,577)

(14)

Total

$

7,876

$

184

F-18

Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

NOTE 9—INTANGIBLE ASSETS

The carrying amount of intangible assets, net of accumulated amortization and impairment charges, as of December 31, 20172023 and 20162022 consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

    

Gross

    

 

 

    

    

 

    

 

 

    

 

 

 

 

 

Carrying

 

 

 

 

Accumulated

 

Currency

 

Net Book

 

 

 

Amount

 

Acquisitions

 

Amortization

 

impact

 

Value

 

Amortizable intangibles:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

73,723

 

$

 —

 

$

(55,844)

 

$

(105)

 

$

17,774

 

Noncompete agreements

 

 

5,952

 

 

 —

 

 

(5,754)

 

 

 1

 

 

199

 

Software

 

 

1,583

 

 

 —

 

 

(1,520)

 

 

(63)

 

 

 —

 

Backlog

 

 

5,002

 

 

 —

 

 

(4,981)

 

 

(21)

 

 

 —

 

Databases

 

 

13,135

 

 

 —

 

 

(5,475)

 

 

(98)

 

 

7,562

 

Trademark and trade names

 

 

1,250

 

 

 —

 

 

(1,101)

 

 

 —

 

 

149

 

Intangibles

 

$

100,645

 

$

 —

 

$

(74,675)

 

$

(286)

 

$

25,684

 

2023

    

Gross

    

    

    

    

 

Carrying

Accumulated

Currency

Net Book

Estimated Useful Lives

Amount

Acquisitions

Amortization

Impact

Value

Amortizable intangibles:

Customer relationships

2 to 15

 

years

$

78,183

700

$

(72,220)

$

(120)

$

6,543

Noncompete agreements

4 to 7

years

 

6,262

 

100

 

(6,146)

1

 

217

Software

3 to 4

years

 

1,660

 

 

(1,580)

 

80

Backlog

1 to 2

years

 

5,002

 

 

(4,981)

(21)

 

Databases

4 to 15

years

 

13,218

 

 

(8,455)

(180)

 

4,583

Trademark and trade names

3 to 5

years

 

2,590

 

600

 

(1,998)

 

1,192

Intangibles

$

106,915

$

1,400

$

(95,380)

$

(320)

$

12,615

2022

 

    

Gross

    

    

    

 

Carrying

Accumulated

Currency

Net Book

 

Estimated Useful Lives

Amount

    

Acquisitions

Amortization

    

Impact

    

Value

 

Amortizable intangibles:

Customer relationships

2 to 15

 

years

$

75,283

$

2,900

$

(70,273)

$

(115)

$

7,795

Noncompete agreements

4 to 7

years

 

5,962

 

300

 

(5,987)

 

275

Software

3 to 4

years

 

1,660

 

 

(1,557)

 

103

Backlog

1 to 2

years

 

5,002

 

 

(4,981)

(21)

 

Databases

4 to 15

years

 

13,218

 

 

(7,905)

(183)

 

5,130

Trademark and trade names

3 to 5

years

 

1,490

 

1,100

 

(1,513)

 

1,077

Intangibles

$

102,615

$

4,300

$

(92,216)

$

(319)

$

14,380

F-24


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

    

Gross

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

Carrying

 

 

 

 

Accumulated

 

Currency

 

Net Book

 

 

 

Amount

    

Acquisitions

    

Amortization

    

impact

    

Value

 

Amortizable intangibles:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

54,450

 

$

19,273

 

$

(47,303)

 

$

(151)

 

$

26,269

 

Noncompete agreements

 

 

5,670

 

 

282

 

 

(5,686)

 

 

(1)

 

 

265

 

Software

 

 

1,583

 

 

 —

 

 

(1,501)

 

 

(78)

 

 

4

 

Backlog

 

 

5,002

 

 

 —

 

 

(4,974)

 

 

(28)

 

 

 —

 

Databases

 

 

5,444

 

 

7,691

 

 

(4,774)

 

 

(113)

 

 

8,248

 

Trademark and trade names

 

 

1,250

 

 

 —

 

 

(923)

 

 

 —

 

 

327

 

Intangibles

 

$

73,399

 

$

27,246

 

$

(65,161)

 

$

(371)

 

$

35,113

 

Amortization expense was $9.5$3.2 million, $6.0$2.3 million and $5.3$2.6 million for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively. The estimated future amortization expense subsequent to December 31, 2017,2023 is as follows:

 

 

 

 

 

2018

    

$

4,942

 

2019

 

 

3,972

 

2020

 

 

3,397

 

2021

 

 

2,198

 

2022

 

 

1,757

 

Thereafter

 

 

9,418

 

 

 

$

25,684

 

2024

    

$

2,927

 

2025

 

2,391

2026

 

1,774

2027

 

1,444

2028

1,253

Thereafter

 

2,826

$

12,615

F-25F-19


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

NOTE 8—10—GOODWILL

The changes in the carrying amount of goodwill for the yearyears ended December 31, 20172023 and 20162022 are as follows:

 

 

 

 

 

 

 

 

    

2017

    

 

2016

Balance as of January 1

 

 

 

 

 

 

Goodwill

 

$

216,697

 

$

167,972

Foreign currency impact

 

 

(489)

 

 

(418)

Accumulated impairment losses

 

 

(130,268)

 

 

(130,268)

Net balance as of January 1

 

 

85,940

 

 

37,286

 

 

 

 

 

 

 

Acquisitions

 

 

 —

 

 

48,725

Adjustment

 

 

(643)

 

 

 —

Foreign currency impact

 

 

322

 

 

(71)

 

 

 

(321)

 

 

48,654

Balance as of December 31

 

 

 

 

 

 

Goodwill

 

 

216,697

 

 

216,697

Adjustment

 

 

(643)

 

 

 -

Foreign currency impact

 

 

(167)

 

 

(489)

Accumulated impairment losses

 

 

(130,268)

 

 

(130,268)

Net balance as of December 31

 

$

85,619

 

$

85,940

During 2017, the Company recorded a $0.6 million adjustment to the purchase price allocation, which was the result of a correction of an error in the pre-acquisition deferred tax calculation.

December 31,

    

2023

    

2022

Balance as of January 1

 

Goodwill

$

95,490

$

91,130

Foreign currency impact

(518)

(340)

Balance as of January 1

94,972

90,790

Acquisitions

2,215

4,360

Foreign currency impact and adjustments

 

45

(178)

2,260

4,182

Balance as of December 31

Goodwill

97,705

95,490

Foreign currency impact and adjustments

(473)

(518)

Balance as of December 31

$

97,232

$

94,972

NOTE 9—REDEEMABLE NONCONTROLLING INTEREST11—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

The following table represents the change duringcomponents of accrued liabilities for the years ended December 31, 20172023 and 2016:

 

 

 

 

 

 

 

 

 

     

December 31,

 

 

 

2017

 

2016

 

Beginning balance

     

$

1,376

 

$

939

 

Net income attributable to non-controlling interest

 

 

32

 

 

127

 

Accretion attributable to non-controlling interest

 

 

(30)

 

 

309

 

Purchase of remaining non-controlling interest

 

 

(1,377)

 

 

 —

 

Impact of currency translation

 

 

(1)

 

 

 1

 

Ending balance

 

$

 —

 

$

1,376

 

2022 are as follows:

December 31,

    

2023

    

2022

 

Accrued payroll, incentive, and vacation

$

3,582

$

7,107

Accrued corporate and payroll related taxes

 

701

 

1,762

Accrued contractors expenses

8,615

3,508

Contingent consideration-current

 

2,285

 

1,460

Current operating lease liability

2,589

2,399

Accrued license expense

5,257

2,582

Other

 

2,422

 

5,090

$

25,451

$

23,908

F-26F-20


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

NOTE 10—ACCRUED EXPENSES

The components of accrued liabilities at December 31, 2017 and 2016 are as follows:

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

    

2017

    

2016

 

Accrued payroll and vacation

 

$

7,741

 

$

5,758

 

Accrued corporate and payroll related taxes

 

 

4,657

 

 

4,545

 

Accrued severance and integration

 

 

15

 

 

1,449

 

Accrued acquisitions related costs

 

 

 —

 

 

1,968

 

Accrued payable to former Alsbridge's owners

 

 

 —

 

 

4,275

 

Contingent consideration—current

 

 

2,365

 

 

3,284

 

Other

 

 

6,708

 

 

6,692

 

 

 

$

21,486

 

$

27,971

 

NOTE 11—12—FINANCING ARRANGEMENTS AND LONG‑TERMLONG-TERM DEBT

Long‑termLong-term debt consists of the following:

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

    

2017

    

2016

 

Senior secured credit facility

 

$

109,500

 

$

118,000

 

Note payable

 

 

7,038

 

 

7,078

 

Compass convertible notes

 

 

211

 

 

211

 

Debt discount

 

 

(74)

 

 

(181)

 

Debt issuance costs

 

 

(2,338)

 

 

(3,077)

 

 

 

 

114,337

 

 

122,031

 

Less current installments on long term debt

 

 

15,499

 

 

5,546

 

Long-term debt

 

$

98,838

 

$

116,485

 

December 31,

    

2023

    

2022

 

Senior secured credit facility

$

$

70,175

Revolving borrowings

 

79,175

 

9,000

Debt issuance costs

 

 

(459)

 

79,175

 

78,716

Less current installments on long term debt

 

 

4,300

Long-term debt

$

79,175

$

74,416

F-27


TableThe revolving loan repayment of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Aggregate annual maturitiesthe outstanding principal amount and interest payment is due on the maturity date of debt obligations by calendar year, are as follows:February 22, 2028.

 

 

 

 

 

 

    

Debt

 

2018

 

$

15,499

 

2019

 

 

8,250

 

2020

 

 

11,000

 

2021

 

 

82,000

 

 

 

$

116,749

 

On December 1, 2016,February 22, 2023, the Company amended and restated its senior secured credit facility to include a $110.0 million term facility and a $30.0 millionincrease the revolving commitments per the revolving facility (the “2016“2023 Credit Agreement”). from $54.0 million to $140.0 million and eliminate its term loan. The material terms under the 20162023 Credit Agreement are as follows:

Each offollows. Capitalized terms used but not defined herein have the term loan facility and revolving credit facility has a maturity date of December 1, 2021 (the “Maturity Date”).

The credit facility is secured by all of the equity interests owned by the Company, and its direct and indirect domestic subsidiaries and, subjectmeanings ascribed to agreed exceptions, the Company’s direct and indirect “first-tier” foreign subsidiaries and a perfected first priority security interest in all of the Company’s and its direct and indirect domestic subsidiaries’ tangible and intangible assets.

The Company’s direct and indirect existing and future wholly-owned domestic subsidiaries serve as guarantors to the Company’s obligations under the senior secured facility.

At the Company’s option, the credit facility bears interest at a rate per annum equal to either (i) the “Base Rate” (which is the highest of (a) the rate publicly announced from time to time by the administrative agent as its “prime rate”, (b) the Federal Funds Rate plus 0.5% per annum and (c) the Eurodollar Rate, plus 1.0%), plus the applicable margin (as defined below) or (ii) Eurodollar Rate (adjusted for maximum reserves) as determined by the Administrative Agent, plus the applicable margin.  The applicable margin is adjusted quarterly based upon the Company’s quarterly leverage ratio. 

The Term Loan is repayable in four consecutive quarterly installments of $1,375,000 each, that commenced March 31, 2017, followed by eight consecutive quarterly installmentsthem in the amount of $2,062,500 each, commencing March 31, 2018, followed by seven consecutive quarterly installments of $2,750,000 each, commencing March 31, 2020 and a final payment of the outstanding principal amount of the Term Loan on the Maturity Date.2023 Credit Agreement:

Mandatory repayments of term loans shall be required from (subject to agreed exceptions) (i) 100% of the proceeds from asset sales by the Company and its subsidiaries, (ii) 100% of the net proceeds

F-28


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

from issuances of debt and equity by the Company and its subsidiaries and (iii) 100% of the net proceeds from insurance recovery and condemnation events of the Company and its subsidiaries.

The senior secured credit facility contains a number of covenants that, among other things, place restrictions on matters customarily restricted in senior secured credit facilities, including restrictions on indebtedness (including guarantee obligations), liens, fundamental changes, sales or disposition of property or assets, investments (including loans, advances, guarantees and acquisitions), transactions with affiliates, dividends and other payments in respect of capital stock, optional payments and modifications of other material debt instruments, negative pledges and agreements restricting subsidiary distributions and changes in line of business. In addition, the Company is required to comply with a total leverage ratio and fixed charge coverage ratio.

·

The revolving credit facility has a maturity date of February 22, 2028.

The credit facility is secured by all of the equity interests owned by the Company, and its direct and indirect domestic subsidiaries and, subject to agreed exceptions, the Company’s direct and indirect “first-tier” foreign subsidiaries, and a perfected first priority security interest in all of the Company’s and its direct and indirect domestic subsidiaries’ tangible and intangible assets.

The Company’s direct and indirect existing and future wholly owned domestic subsidiaries serve as guarantors to the Company’s obligations under the senior secured facility.

At the Company’s option, the credit facility bears interest at a rate per annum equal to either (i) the “Base Rate” (which is the highest of (a) the rate publicly announced from time to time by the administrative agent as its “prime rate,” (b) the Federal Funds Rate plus 0.5% per annum and (c) Term SOFR, plus 1.0%), plus the applicable margin (as defined below) or (ii) Term SOFR (which is the Term SOFR screen rate for the relevant interest period plus a credit spread adjustment of 0.10%) as determined by the administrative agent, plus the applicable margin. The applicable margin is adjusted quarterly based upon the Company’s consolidated leverage ratio. Prior to the end of the first quarter-end following the closing of the credit facility, the applicable margin shall be a percentage per annum equal to 0.50% for the revolving loans maintained as Base Rate loans or 1.50% for the revolving loans maintained as Term SOFR loans.
The senior secured credit facility contains a number of covenants that, among other things, place restrictions on matters customarily restricted in senior secured credit facilities, including restrictions on indebtedness (including guarantee obligations), liens, fundamental changes, sales or dispositions of property or assets, investments (including loans, advances, guarantees and acquisitions), transactions with affiliates, dividends and other payments in respect of capital stock, optional payments and modifications of other material debt instruments, negative pledges and agreements restricting subsidiary distributions and changes in line of business. In addition, the Company is required to comply with a consolidated leverage ratio and consolidated interest coverage ratio.
The senior secured credit facility contains customary events of default, including cross-default to other material agreements, judgment default and change of control.

On February 10, 2017, as required by the 2016 Credit Agreement, the Company entered into an agreement to cap the interest rate at 4% on the LIBOR component of its borrowings under the term loan facility until December 31, 2019. This interest rate cap was not designated for hedging or speculative purposes. The expense related to this interest rate cap was not material.

As of December 31, 2017, the total principal outstanding under the term loan facility and revolving credit facility was $104.5 million and $5.0 million, respectively. The effective interest rate for the term loan facility and revolving credit facility as of December 31, 2017 was 5.2% and 5.1%, respectively. 

Compass Convertible Notes

On January 4, 2011, as part of the consideration for the acquisition of Compass, we issued an aggregate of $6.3 million in convertible notes to Compass (the “Compass Notes”).  The Compass Notes had a maturity date of January 4, 2018 with interest payable on the outstanding principal amount, computed daily, at the rate of 3.875% per annum, on January 31 of each calendar year and on the seventh anniversary of the date of the Compass Notes. In 2013 and 2016, we prepaid substantial portions of the outstanding principal amount of the Compass Notes.  As of December 31, 2017, the total principal outstanding under the remaining Compass Notes was $0.2 million. On January 4, 2018, we paid off the outstanding principal and interest on the Compass Notes.

The Compass Notes were subject to transfer restrictions until January 31, 2013. If the price of our common stock on the Nasdaq Global Market exceeded $4 per share for 60 consecutive trading days (the “Trigger Event”), the holder of the Compass Notes could convert all (but not less than all) of the outstanding principal amount of the Compass Notes into shares of our common stock at the rate of 1 share for every $4 in principal amount outstanding.  After the Trigger Event, we could prepay all or any portion of the outstanding principal amount of the Compass Notes by giving the holder 30 days written notice.  On March 21, 2014, the Trigger Event occurred.  As a result, a holder of the Compass Notes could convert all (but not less than all) of the outstanding principal amount of the Compass Notes into shares of our common stock at the rate of 1 share for every $4 in

F-29F-21


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

principal amount outstanding.  In addition, ISG could elect to prepay all or any portionThe Company’s financial statements include outstanding borrowings of the outstanding principal amount of the Compass Notes by giving a holder 30 days written notice; however, such holder had to be given the opportunity to convert the outstanding principal amount into shares$79.2 million both as described above.  No holder of the Compass Notes had the ability to require cash payment as a result of the Trigger Event.

Alsbridge Notes

On December 1, 2016, as part of the merger consideration for the acquisition of Alsbridge, we issued an aggregate of $7.0 million in unsecured subordinated promissory notes (the “Alsbridge Notes”). The Alsbridge Notes mature on September 1, 2018 and interest accrues on the principal amount daily at a rate of 2.0% and is payable upon maturity.  At any time, the Company may at its option prepay all or any portion of Alsbridge Notes.  As of December 31, 2017,2023 and December 31, 2022, which are carried at amortized cost.  The fair value of debt is classified within Level 3 of the total principalfair value hierarchy. The fair value of the Company's outstanding underborrowings was approximately $79.8 million and $76.5 million at December 31, 2023 and December 31, 2022, respectively. The fair values of debt have been estimated using a discounted cash flow analysis based on the Alsbridge NotesCompany's incremental borrowing rate for similar borrowing arrangements. The incremental borrowing rate used to discount future cash flows was $7.0 million.6.9% and 6.3% as of December 31, 2023 and December 31, 2022, respectively. The Company also considered recent transactions of peer group companies for similar instruments with comparable terms and maturities as well as an analysis of current market conditions and interest rates. In the third quarter of 2023, the Company borrowed $5.0 million against the revolver and subsequently repaid $5.0 million during that quarter. The Company is currently in compliance with its financial covenants.

NOTE 12—13—COMMITMENTS AND CONTINGENCIES

The Company is involved in certain legal proceedings arising insubject to contingencies which arise through the ordinary course of business. Management, after review and consultation with legal counsel, believes the ultimate successAll material liabilities of parties of the legal proceedingswhich management is remote and the ultimate aggregate liability, if any, resulting from such proceedings will not be material toaware are properly reflected in the financial position of the Company.

Employee Retirement Plans

The Company sponsors a tax-qualified 401(k) plan with a profit sharing feature (the “Savings Plan”).  The Savings Plan provides retirement benefits for participating employees.  Participating employees can contribute a portion of their eligible salary on a pre-tax basis up to a maximum amount set by the Internal Revenue Code. For 2017, the maximum pre-tax contribution by an employee into the Savings Plan was $18,000, except for specified catch up contributions permitted by participants who are age 50 or older. The Company provides a match for those with less than 2 years of service of 50% of the first 6% that the employee contributes to the plan subject to a cap of $8,100 and for those with 2 or more years of service the company provides a match of 50% of the first 7% that the employee contributes to the plan subject to a cap of $9,450 in 2017.  For the years ended December 31, 2016, 2015 and 2014, $1.5 million, $1.3 million and $1.5 million were contributed to the Savings Plan by the Company, respectively.

Leases

The Company leases its office space under long‑term operating lease agreements which expire at various dates through August 2026. Under the operating leases, the Company pays certain operating expenses relating to the leased property and monthly base rent.

F-30


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Aggregate future minimum payments under noncancelable leases with initial or remaining terms of one year or more consist of the followingstatements at December 31, 2017:

 

 

 

 

 

 

    

Operating

 

 

 

Leases

 

2018

 

$

2,507

 

2019

 

 

2,656

 

2020

 

 

2,637

 

2021

 

 

1,828

 

2022

 

 

1,233

 

Thereafter

 

 

2,755

 

Total minimum lease payments

 

$

13,616

 

The Company’s rental expense for operating leases was $3.2 million, $2.9 million2023 and $2.9 million, in 2017, 2016 and 2015, respectively.2022.

Saugatuck

Ventana Research Contingent Consideration

As of December 31, 2017, we have recorded a liability of $0.6 million representing the estimated fair value of contingent considerationrelated to the acquisition of Saugatuck, of which $0.3 million is classified as current and included in accrued expenses on the consolidated balance sheet.

Experton Contingent Consideration

As of December 31, 2017,2023, the Company has recorded a liability of $0.8$1.7 million representing the estimated fair value of contingent consideration related to the acquisition of Experton, ofVentana Research, which $0.5 million iswas classified as “Accrued expenses and other current liabilities” and included in accrued expenses“Other liabilities” on the consolidated balance sheet.

TracePoint

Change 4 Growth Contingent Consideration

As of December 31, 2017,2023, the Company has recorded a liability of $2.3$4.2 million representing the estimated fair value of contingent consideration related to the acquisition of TracePoint, ofChange 4 Growth, which $1.6 million iswas classified as “Accrued expenses and other current liabilities” and included in accrued expenses“Other liabilities” on the consolidated balance sheet. In April 2023, the Company made a contingent consideration payment of $1.5 million.

NOTE 13—14—RELATED PARTY TRANSACTIONS

From time to time, the Company may have receivables and payables with employees and shareholders. The Company had outstanding receivables from related parties, including shareholders, totaling $0.1$0.2 million and $0.3 million as of December 31, 20172023 and 2016,2022, respectively, and no outstanding payables. These transactions related to personal withholding taxes paid on behalf of expatriate employees.

F-31


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

NOTE 14—15—INCOME TAXES

The components of income before income taxes for the years ended December 31, 2017, 20162023, 2022 and 2015 consists2021 consist of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

    

2017

    

2016

    

2015

 

Domestic

 

$

(6,981)

 

$

(6,840)

 

$

1,331

 

Foreign

 

 

9,081

 

 

1,516

 

 

6,812

 

Total income before income taxes

 

$

2,100

 

$

(5,324)

 

$

8,143

 

Years Ended December 31,

    

2023

    

2022

    

2021

 

Domestic

$

5,008

$

17,281

$

9,984

Foreign

 

3,753

 

9,401

 

13,127

Total income before income taxes

$

8,761

$

26,682

$

23,111

The components of the 2017, 2016 and 2015 income tax provision are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

    

2017

    

2016

    

2015

 

Current:

 

 

 

 

 

 

 

 

 

 

Federal

 

$

1,259

 

$

1,224

 

$

2,934

 

State

 

 

608

 

 

206

 

 

728

 

Foreign

 

 

3,006

 

 

1,528

 

 

1,485

 

Total current provision

 

 

4,873

 

 

2,958

 

 

5,147

 

Deferred:

 

 

 

 

 

 

 

 

 

 

Federal

 

 

(268)

 

 

(1,866)

 

 

(1,851)

 

State

 

 

(297)

 

 

23

 

 

(120)

 

Foreign

 

 

(110)

 

 

(61)

 

 

13

 

Total deferred benefit

 

 

(675)

 

 

(1,904)

 

 

(1,958)

 

Total

 

$

4,198

 

$

1,054

 

$

3,189

 

F-32F-22


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

The components of the 2023, 2022 and 2021 income tax provision are as follows:

Years Ended December 31,

    

2023

    

2022

    

2021

 

Current:

Federal

$

1,939

$

3,840

$

2,194

State

 

421

 

929

 

617

Foreign

 

2,454

 

2,720

 

4,830

Total current provision

 

4,814

 

7,489

 

7,641

Deferred:

Federal

 

(1,860)

 

(226)

 

(786)

State

 

(243)

 

113

 

38

Foreign

 

(104)

 

(420)

 

689

Total deferred benefit

 

(2,207)

 

(533)

 

(59)

Total

$

2,607

$

6,956

$

7,582

The differences between the effective tax rates reflected in the total provision for income taxes and the U.S. federal statutory rate of 35%21% for the year ended December 31, 2017, 2016 and 2015 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

    

2017

    

2016

    

2015

 

Tax provision computed at 35%

  

$

735

 

$

(1,863)

 

$

2,850

 

Nondeductible expenses

 

 

445

 

 

1,131

 

 

565

 

State income taxes, net of federal benefit

 

 

94

 

 

66

 

 

291

 

Tax impact of foreign operations

 

 

258

 

 

1,809

(1)

 

283

 

Net increase (decrease) of uncertain tax positions (2)

 

 

389

 

 

(44)

 

 

(704)

 

Tax law change impact on deferred taxes

 

 

1,471

 

 

 —

 

 

 —

 

Tax law change impact on transition tax

 

 

601

 

 

 —

 

 

 —

 

Other

 

 

205

 

 

(45)

 

 

(96)

 

Income tax provision

 

$

4,198

 

$

1,054

 

$

3,189

 

Effective income tax rates

 

 

199.9

%  

 

(19.8)

%  

 

39.2

%  


(1)Primarily valuation allowance increase related to foreign loss carryover tax benefitseach of $0.9 million plus foreign tax credit carryover of $0.7 million, and other foreign tax items of $0.2 million.

(2)During the years ended December 31, 20172023, 2022 and December 31, 2015, the Company reversed an unrealized tax benefit liability of $0.5 million and $0.8 million, respectively, established at the time of the acquisition of Alsbridge and Compass.  An associated tax indemnity receivable was also reversed and recorded in selling, general and administrative expenses.2021 were as follows:

On December 22, 2017, the TCJ Act was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. The Company has calculated its best estimate of the impact of the TCJ Act in its year-end income tax provision in accordance with its understanding of the TCJ Act and guidance available as of the date of this filing. As a result of the enactment of the TCJ Act, the Company has recorded a provisional net expense of $2.1 million during the fourth quarter of 2017. This total tax law impact amount, which is included in the provision for income taxes in the Consolidated Statement of Comprehensive Income, consists of two provisional components: (i) transition tax on unrepatriated foreign earnings is a tax on previously untaxed accumulated and current earnings and profits ("E&P") of the Company's foreign subsidiaries. To determine the amount of the transition tax, the Company must determine, among other factors, the amount of post-1986 E&P of its foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. The transition tax provides the Company additional foreign source income for the company to utilize foreign tax credit carryovers whose tax benefit was unrecognized because it was offset by a valuation allowance. The tax

Years Ended December 31,

 

    

2023

    

2022

    

2021

 

Tax provision computed at 21%

  

$

1,840

$

5,603

$

4,853

Nondeductible expenses

 

468

 

149

 

91

State income taxes, net of federal benefit

 

229

 

875

 

624

Tax impact of foreign operations

 

 

238

 

2,045

Valuation allowances increase (release)

 

(95)

 

(44)

 

52

Net decrease of uncertain tax positions

 

 

 

(31)

Other

 

165

 

135

 

(52)

Income tax provision

$

2,607

$

6,956

$

7,582

Effective income tax rates

 

29.8

%  

 

26.1

%  

 

32.8

%  

F-33F-23


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

benefit recorded is $0.3 million.  The Company continues to record liabilities on its unremitted earnings. As a result of moving to a territorial tax system, deferred withholding and earnings distribution taxes of $0.9 million remains in the Company’s deferred tax liabilities, and (ii) a $1.5 million net expense resulting from the remeasurement of the companies U.S. deferred tax balances.

The Tax Act also creates a new Global Intangible Low-Taxed Income (“GILTI”) tax regime. Under GILTI, income earned after December 31, 2017 by certain non-United States subsidiaries must be included currently in the gross income of the United States parent company. Because of the complexity of the new GILTI tax rules and lack of guidance as to how to calculate the tax, we are continuing to evaluate this provision of the Tax Act and its impact on ISG. In accordance with accounting guidance on income taxes, the Company is permitted to make an accounting policy election to either treat taxes due on future inclusions in U.S. taxable income related to GILTI as a current period expense when incurred or to factor such amounts into the Company's measurement of its deferred taxes. The Company has not yet been able to reasonably estimate the effect of this provision of the Tax Act or make an accounting policy election for the accounting treatment whether to record deferred taxes attributable to the GILTI tax. The Company has not recorded any amounts related to potential GILTI tax in the Company’s Financial Statements.

Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of U.S. GAAP in the reporting period that includes December 22, 2017 in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJ Act. The guidance in SAB 118 also allows companies to adjust the provisional amounts during a one-year measurement period.All income tax effects recorded in the Company’s Financial Statements as a result of the Tax Reform Act are provisional in accordance with SAB 118, as the Company has not yet completed its evaluation of the impact of the new law. Any subsequent adjustment will be recorded to current tax expense in the quarter of fiscal 2018 when the analysis is complete.

 Other provisions in the legislation effective for future years, such as interest deductibility and changes to executive compensation plans, may have material implications to the Company’s consolidated financial statements.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows:

F-34


    

December 31,

 

2023

2022

Noncurrent deferred tax asset

Compensation related expenses

$

2,636

$

1,748

Foreign currency translation

 

3,069

 

3,281

U.S. foreign tax credit carryovers

 

2,705

 

2,527

Foreign net operating loss carryovers

 

2,286

 

2,129

Accruals and reserves

 

1,307

 

557

Operating lease right-of-use assets

2,500

2,080

Other

 

771

 

316

Valuation allowance for deferred tax assets

 

(3,785)

 

(3,704)

Total noncurrent deferred tax asset

 

11,489

 

8,934

Noncurrent deferred tax liability

Depreciable assets

 

(433)

 

(367)

Prepaids

 

(82)

 

(137)

Intangible assets

 

(1,370)

 

(1,235)

Investment in foreign subsidiaries

 

(2,363)

 

(2,370)

Foreign earnings distribution taxes

 

(1,461)

 

(1,224)

Foreign intangibles and reserves

 

(967)

 

(1,211)

Operating lease liabilities

(2,422)

(1,963)

Total noncurrent deferred tax liability

 

(9,098)

 

(8,507)

Net noncurrent deferred tax assets

 

2,391

 

427

Net deferred tax assets

$

2,391

$

427

Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

 

 

 

 

 

 

 

 

 

    

December 31,

 

 

 

2017

 

2016

 

Current deferred tax asset

 

 

 

 

 

 

 

Compensation related expenses

 

$

 —

 

$

2,550

 

Valuation allowance for deferred tax assets

 

 

 —

 

 

(754)

 

Accruals and reserves

 

 

 —

 

 

1,359

 

U.S. net operating loss carryovers

 

 

 —

 

 

 —

 

Total current deferred tax asset (1)

 

 

 —

 

 

3,155

 

Current deferred tax liability

 

 

 

 

 

 

 

Prepaids

 

 

 —

 

 

(1,155)

 

Other

 

 

 —

 

 

(270)

 

Total current deferred tax liability (1)

 

 

 —

 

 

(1,425)

 

Net current deferred tax asset

 

$

 —

 

$

1,730

 

Noncurrent deferred tax asset

 

 

 

 

 

 

 

Compensation related expenses

 

$

2,138

 

$

617

 

Foreign currency translation

 

 

2,020

 

 

4,469

 

U.S. foreign tax credit carryovers

 

 

1,478

 

 

2,309

 

Foreign net operating loss carryovers

 

 

6,208

 

 

5,764

 

Accruals and reserves

 

 

686

 

 

 —

 

Other

 

 

475

 

 

516

 

Valuation allowance for deferred tax assets

 

 

(6,543)

 

 

(6,048)

 

Total noncurrent deferred tax asset

 

 

6,462

 

 

7,627

 

Noncurrent deferred tax liability

 

 

 

 

 

 

 

Depreciable assets

 

 

(277)

 

 

(344)

 

Prepaids

 

 

(481)

 

 

 —

 

Intangible assets

 

 

(2,040)

 

 

(6,175)

 

Investment in foreign subsidiaries

 

 

(1,143)

 

 

(1,504)

 

Foreign earnings distribution taxes

 

 

(1,119)

 

 

 —

 

Foreign intangibles and reserves

 

 

(450)

 

 

 —

 

Total noncurrent deferred tax liability

 

 

(5,510)

 

 

(8,023)

 

Net noncurrent deferred tax asset/(liability)

 

 

952

 

 

(396)

 

Net deferred tax asset

 

$

952

 

$

1,334

 

(1)

In November 2015, the FASB issued an accounting standard update to simplify the presentation of deferred income taxes on the balance sheet. The update requires that all deferred tax assets and liabilities be classified as noncurrent. The current guidance that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not impacted by this update. The provisions of the new standard are effective beginning January 1, 2017, for annual and interim periods and early adoption is

F-35


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

permitted.  The Company adopted this guidance on a prospective method; therefore, prior periods were not retrospectively adjusted.

A valuation allowance was established at December 31, 20172023 and 20162022 due to estimates of future utilization of net operating loss carryovers in the U.S. and certain foreign jurisdictions, derived primarily from acquisitions and recorded through purchase accounting. The valuation allowance at December 31, 20172023 and 20162022 also primarily includes a full valuation for the Company’s foreign tax credit carryovers and foreign taxes on itscertain controlled foreign corporation.corporations.

As of December 31, 2023, the Company had foreign net operating loss (NOL) carryforwards of approximately $10.2 million. If not utilized, these NOL carryforwards begin to expire in 2024. The Company also has a federal tax credit carryforward of approximately $2.7 million, which will begin to expire in 2026, if not utilized.

Uncertain tax positions

Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more‑likely‑than‑more likely than not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more‑likely‑than‑more likely than not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more‑likely‑than‑more likely than not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. It is the Company’s policy to accrue for interest and penalties related to its uncertain tax positions within income tax expense.

F-24

Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

A tabular reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

    

2017

    

2016

    

2015

 

Balance, beginning of year

 

$

3,033

 

$

1,780

 

$

2,192

 

Additions as a result of tax positions taken during the current period

 

 

774

 

 

73

 

 

205

 

Additions as a result of tax positions taken during a prior period

 

 

630

 

 

 —

 

 

270

 

Additions as a result of acquisitions

 

 

 —

 

 

1,233

 

 

 —

 

Reductions as a result of settlement with tax authorities

 

 

 —

 

 

(9)

 

 

 —

 

Reductions as a result of lapse of statute

 

 

(387)

 

 

(44)

 

 

(887)

 

Balance, end of year

 

$

4,050

 

$

3,033

 

$

1,780

 

December 31,

    

2023

    

2022

    

2021

 

Balance, beginning of year

$

1,715

$

1,639

$

1,569

Additions as a result of tax positions taken during the current period

 

36

 

76

 

101

Reductions as a result of tax positions taken during a prior period

 

 

 

(31)

Balance, end of year

$

1,751

$

1,715

$

1,639

We do not expect our unrecognized tax benefits to significantly change in the next twelve months.

The Company has recognized through income tax expense approximately $1.0 million of interest and penalties related to uncertain tax positions. The amount of unrecognized tax benefit, if recognized, that would impact the effective tax rate is $4.1$1.8 million. With few exceptions, the Company is no longer subject to U.S. federal, state, local or non‑U.S.non-U.S. income tax examinations by tax authorities for years before 2011.2016.

F-36


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

NOTE 15—STOCK‑BASED16—STOCK-BASED COMPENSATION PLANS

The Amended and Restated 2007 Equity and Incentive Award Plan (“Incentive Plan”) and Amended and Restated 2007 Employee Stock Purchase Plan (“ESPP”) were approved by the Company’s stockholders at our 2014 annual meeting.meeting with a subsequent amendment to the Incentive Plan approved by the Company’s stockholders at our 2017 annual meeting as discussed below. Subject to the terms of the Incentive Plan, the Incentive Plan authorizes the grant of awards, which awards may be made in the form of (i) nonqualified stock options; (ii) stock options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code (stock options described in clause (i) and (ii), “options”); (iii) stock appreciation rights (“SARs”); (iv) restricted stock and/or restricted stock units; (v) other stock based awards; (vi) performance-based awards, which are equity awards or incentive awards intended to qualify for full tax deductibility by the company under Code Section 162 (m); and (vii) incentive awards, a cash-denominated award earnable by achievement of performance goals. The issuance of shares or the payment of cash upon the exercise of an award or in consideration of the cancellation or termination of an award shall reduce the total number of shares available under the Incentive Plan, as applicable. The provisions of each award will vary based on the type of award granted and will be specified by the Compensation Committee of the Board of Directors. Those awards which are based on a specific contractual term will be granted with a term not to exceed ten years. The SARs granted under the Incentive Plan are granted with an exercise price equal to the fair market value of the Common Shares at the time the SARs are granted.

At the 2017 Annual Meeting,2020 annual meeting, our stockholders approved an amendment to the Incentive Plan to increase the number of shares of common stock available for issuance under the Incentive Plan by 5,300,0005,500,000 shares (the “Incentive Plan Amendment”).  As of December 31, 2017,2023, there were 5,614,8382,231,197 and 652,740640,318 shares available for grant under the amended and restated Incentive Plan and ESPP, respectively.  

The Company recognized $7.4$9.1 million, $7.0$7.5 million and $5.0$6.5 million in employee stock‑basedstock-based compensation expense during the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively. This expense was recorded in selling, general and administrative in the consolidated statement of comprehensive income.

Restricted Share Awards/Units

The Incentive Plan provides for the granting of restricted share awards (“RSA”) or restricted share units (“RSU”), the vesting of which is subject to conditions and limitations established at the time of the grant. Upon the grant of an RSA, the participant has the rights of a shareholder, including but not limited to the right to vote such shares and the right to receive any dividends paid on such shares. Recipients of RSU awards will not have the rights of a shareholder of the Company until such date as the Common Sharesshares of common stock are issued or transferred to the recipient. If the employee retires (at the normal retirement age stated in the applicable retirement plan or applicable law, if there is a mandatory retirement age), the restricted shares continue to vest on the same schedule as if the employee remained employed with the Company. Upon a change in control, or upon a termination of employment due to an employee’s death or permanent disability, the restricted shares become 100% vested. Dividends accrue and will be paid if and when the restricted shares vest.

F-37


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

The Company also granted RSUs to specific employees which have the following characteristics:

Performance‑BasedPerformance-Based RSU Vesting (EBITDA)(Stock Price):  Provided the employee continues to be employed through specific date set forth in the award, the RSUs will vest on such date if specific financial performance is met, otherwise the RSUs will be forfeited.

F-25

Time‑Based

Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Time-Based RSU Vesting:  So long as the employee continues to be employed through the fourth anniversary of the grant date, the RSUs will become 100% vested on such date.

If an employee’s employment is terminated (i) at any time during the vesting period due to the employee’s death, disability or retirement prior to the applicable vesting date or (ii) without cause byso long as the Company after 50% ofemployee continues to be employed through the relevant period has elapsed, thenvesting dates detailed in the award agreement, the RSUs will vest pro rata based onbecome vested according to the period of time worked relative to such period.agreement. However, no shares will be distributed until the applicable pro rata vesting date (and, in the case of the Performance‑BasedPerformance-Based RSUs, only if and to the extent that the performance target is achieved). In all other terminations occurring prior to the applicable vesting date, the RSUs will expire. Pursuant to the terms of the Incentive Plan, in the event of a change in control, the Compensation Committee of the Board of Directors may accelerate vesting of the outstanding awards of RSUs then held by participants. All RSUs will be payable in shares of the Company’s common stock immediately upon vesting. No dividend equivalents will be paid with respect to any RSUs.  As part of the Incentive Plan Amendment, if approved by our stockholders, dividends/dividend equivalents may be paid or credited on other stock-based awards (such as restricted stock units), but those dividends/dividend equivalents must be subject to the same vesting (or more stringent vesting) than the vesting applicable to the underlying awards.

The fair value of RSAs and RSUs is determined based on the closing price of the Company’s shares on the grant date. The total fair value is amortized to expense on a straight‑linestraight-line basis over the vesting period. There has been no activities for RSAs since December 31, 2011 and none are currently outstanding.

A summary of the status of the Company’s RSUs issued under its Incentive Plan as of December 31, 20172023 and changes during the yearyears then ended, is presented below:

    

    

Weighted-

 

Average

Grant Date

RSU

Fair Value

Non-vested at December 31, 2020

 

6,866

$

2.31

Granted

 

1,112

$

6.07

Vested

 

(3,680)

$

2.46

Forfeited

 

(278)

$

2.51

Non-vested at December 31, 2021

 

4,020

$

3.20

Granted

 

1,527

$

6.57

Vested

 

(1,610)

$

2.88

Forfeited

 

(117)

$

3.37

Non-vested at December 31, 2022

 

3,820

$

4.68

Granted

 

2,295

$

4.61

Vested

 

(1,409)

$

4.35

Forfeited

 

(785)

$

2.87

Non-vested at December 31, 2023

 

3,921

$

5.10

F-38


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

 

 

 

 

 

 

 

 

    

 

    

Weighted-

 

 

 

 

 

Average

 

 

 

 

 

Grant Date

 

 

 

RSU

 

Fair Value

 

Non-vested at December 31, 2014

 

2,636

 

$

3.73

 

Granted

 

1,881

 

$

3.90

 

Vested

 

(1,099)

 

$

3.29

 

Forfeited

 

(250)

 

$

3.28

 

Non-vested at December 31, 2015

 

3,168

 

$

4.02

 

Granted

 

2,129

 

$

3.79

 

Vested

 

(1,464)

 

$

3.96

 

Forfeited

 

(126)

 

$

3.88

 

Non-vested at December 31, 2016

 

3,707

 

$

3.91

 

Granted

 

2,778

 

$

3.60

 

Vested

 

(1,781)

 

$

3.90

 

Forfeited

 

(548)

 

$

3.83

 

Non-vested at December 31, 2017

 

4,156

 

$

3.72

 

The total fair value of RSUs vested during the years ended December 31, 2017, 20162023, 2022 and 20152021 was $6.9$6.1 million, $5.8$4.7 million and $3.6$9.0 million, respectively.  As of December 31, 2017,2023, there was $8.8$11.7 million of unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted‑averageweighted-average period of 2.21.5 years.

Stock Appreciation Rights

The Compensation Committee may grant (i) a stock appreciation right independent of an option or (ii) a stock appreciation right in connection with an option, or a portion thereof. A stock appreciation right granted pursuant to clause (ii) of the preceding sentence (A) may be granted There were 2.9 million shares available for issuance at the time the related option is granted or at any time prior to the exercise or cancellation of the related option, (B) shall cover the same number of shares covered by an option (or such lesser number of shares as the Compensation Committee may determine) and (C) shall be subject to the same terms and conditions as such option except for such additional limitations as are contemplated above (or such additional limitations as may be included in an award agreement).

SARs granted pursuant toDecember 31, 2023 under the Incentive Plan are granted with an exercise price equal to the fair market value of the Common Shares at the time the SARs are granted. Pursuant to the applicable award agreements, the SARs vest and become exercisable with respect to 25% of the shares subject to the SARs on the first four anniversaries of the grant date, so long as the employee remains employed with the Company on each such date. If the employee’s employment with the Company is terminated as a result of the employee’s death or disability, all unvested SARs will be fully vested. If the employee retires, the SARs will continue to vest on the same schedule as if the employee had remained employed with the Company. Any vested SARs will expire upon the

F-39Plan.


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

earliest to occur of the following: (i) the tenth anniversary of the grant date; (ii) one year following the date of the employee’s termination of services as a result of death or permanent disability; (iii) 90 days following the fourth anniversary of the grant date, following the participant’s retirement; (iv) 30 days following the date of the participant’s termination of employment for any reason (other than as a result of death, disability or retirement); and (v) immediately upon a termination for cause. SARs will be settled in the form of shares of the Company’s common stock upon exercise.

A summary of the status of the Company’s SARs issued under its Incentive Plan is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

 

Weighted-Average

 

Remaining

 

Aggregate

 

 

 

 

 

Exercise

 

Contractual

 

Intrinsic

 

 

    

SARs

    

Price

    

Life

    

Value

 

 

 

 

 

 

 

 

(in years)

 

 

 

 

Outstanding at December 31, 2014

 

106

 

$

5.78

 

3.3

 

$

39

 

Granted

 

 —

 

$

 —

 

 

 

$

 

Exercised

 

(25)

 

$

3.17

 

 

 

$

32

 

Forfeited

 

(34)

 

$

7.20

 

 

 

$

 

Outstanding at December 31, 2015

 

47

 

$

6.13

 

2.2

 

$

 6

 

Granted

 

 —

 

$

 —

 

 

 

$

 

Exercised

 

 —

 

$

 —

 

 

 

$

 

Forfeited

 

 —

 

$

 —

 

 

 

$

 

Outstanding at December 31, 2016

 

47

 

$

6.13

 

1.2

 

$

 6

 

Granted

 

 —

 

$

 —

 

 

 

$

 

Exercised

 

 —

 

$

 —

 

 

 

$

 

Forfeited

 

(34)

 

$

7.20

 

 

 

$

 

Outstanding at December 31, 2017

 

13

 

$

3.18

 

0.9

 

$

12

 

Vested and expected to vest at December 31, 2017

 

13

 

$

3.18

 

0.9

 

$

12

 

Exercisable at December 31, 2017

 

13

 

$

3.18

 

0.9

 

$

12

 

The Company did not grant any SAR during the years end December 31, 2017, 2016 and 2015, respectively. The total fair value of the SARs vested was $0 during the years ended December 31, 2017, 2016 and 2015. As of December 31, 2017, all of the compensation costs related to the Company’s vested SARs have been recognized.

Employee Stock Purchase Plan

The Company uses the Black‑ScholesBlack-Scholes option pricing model to estimate the fair value of shares expected to be issued under the Company’s employee stock purchase plan. The ESPP provides that a total of 1.23.6 million shares of Common Stockcommon stock are reserved for issuance under the plan. The ESPP, which is intended to qualify as an

F-40


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

“employee “employee stock purchase plan” under Section 423 of the Internal Revenue Code, is implemented utilizing three-monththree-month offerings with purchases occurring at three-monththree-month intervals. The ESPP administration is overseen by the Compensation Committee of the Company’s Compensation Committee.Board of Directors. Employees are eligible to participate if they are employed by the Company for at least 20 hours per week and more than five months in a calendar year. The ESPP permits eligible employees to purchase Common Stockcommon stock through payroll deductions, ranging from one to ten percent of their eligible earnings subject to IRS regulated cap of $25,000. The price of Common Stockcommon stock purchased under the ESPP is 90% of the fair market value of the Common Stockcommon stock on the applicable purchase date. Employees may end their participation in an offering at any time during the offering period, and participation ends

F-26

Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

automatically upon termination of employment. The Compensation Committee may at any time amend or terminate the ESPP, except that no such amendment or termination may adversely affect shares previously granted under the ESPP. The Company may issue new shares for the ESPP using treasury shares or newly issued shares.

For the year ended December 31, 2017,2023, the Company issued 213,134206,806 shares for the ESPP. There were 652,740640,318 shares available for purchase at December 31, 20172023 under the ESPP.

NOTE 16—17—SEGMENT AND GEOGRAPHICAL INFORMATION

The Company operates in one segment, fact‑basedfact-based sourcing advisory services. The Company operates principally in the Americas, Europe and Asia Pacific. The Company’s foreign operations are subject to local government regulations and to the economic and political uncertainties of those areas.

Geographical information for the segment is as follows:

Year Ended

December 31,

    

2023

    

2022

    

2021

 

Revenues

Americas(1)

$

177,131

$

166,661

$

160,181

Europe(2)

 

87,074

 

89,908

 

90,256

Asia Pacific(3)

 

26,849

 

29,698

 

27,395

$

291,054

$

286,267

$

277,832

Fixed assets

Americas

$

2,696

$

3,225

$

2,598

Europe

 

2,926

 

1,685

 

2,119

Asia Pacific

 

824

 

1,019

 

576

$

6,446

$

5,929

$

5,293

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

    

    

2017

    

2016

    

2015

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

Americas (1)

 

 

$

161,845

 

$

116,566

 

$

108,925

 

Europe (2)

 

 

 

82,910

 

 

75,149

 

 

77,781

 

Asia Pacific (3)

 

 

 

24,799

 

 

24,784

 

 

22,534

 

 

 

 

$

269,554

 

$

216,499

 

$

209,240

 

Fixed assets

 

 

 

 

 

 

 

 

 

 

 

Americas

 

 

$

3,495

 

$

3,246

 

$

1,907

 

Europe

 

 

 

1,390

 

 

1,237

 

 

955

 

Asia Pacific

 

 

 

344

 

 

306

 

 

159

 

 

 

 

$

5,229

 

$

4,789

 

$

3,021

 


(1)Substantially all relates to operations in the United States.

F-41


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

(2)Includes revenues from operations in Germany of $40.0 million, $33.5 million and $29.4 million in 2017, 2016 and 2015, respectively. Includes revenues from operations in the United Kingdom of $14.8 million, $12.5 million and $21.2 million in 2017, 2016 and 2015, respectively.

(3)Includes revenues from operations in Australia of $18.6 million, $19.1 million and $17.3 million in 2017, 2016 and 2015, respectively.

(1)

Substantially all relates to operations in the United States.

(2)

Includes revenues from operations in Germany of $34.6 million, $44.2 million and $50.0 million in 2023, 2022 and 2021, respectively. Includes revenues from operations in the United Kingdom of $28.2 million, $18.6 million and $15.2 million in 2023, 2022 and 2021, respectively.

(3)

Includes revenues from operations in Australia of $22.6 million, $22.9 million and $23.1 million in 2023, 2022 and 2021, respectively.

The segregation of revenues by geographic region is based upon the location of the legal entity performing the services. The Company does not measure or monitor gross profit or operating income by geography or any other measure or metric, other than consolidated, for the purposes of making operating decisions or allocating resources.

NOTE 17—UNAUDITED QUARTERLY INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarters Ended

 

 

    

March 31,

    

June 30,

    

September 30,

    

December 31,

 

 

 

2017

 

2017

 

2017

 

2017

 

Fiscal 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

66,555

 

$

68,038

 

$

68,349

 

$

66,612

 

Gross profit

 

$

25,869

 

$

27,785

 

$

30,135

 

$

29,135

 

Operating income

 

$

1,181

 

$

546

 

$

3,474

 

$

3,956

 

Other expense, net

 

$

(1,744)

 

$

(1,774)

 

$

(1,812)

 

$

(1,727)

 

(Loss) income from operations

 

$

(563)

 

$

(1,228)

 

$

1,662

 

$

2,229

 

Net (loss) income attributable to ISG

 

$

(606)

 

$

(302)

 

$

1,428

 

$

(2,650)

 

Basic (loss) earnings per share attributable to ISG

 

$

(0.01)

 

$

(0.01)

 

$

0.03

 

$

(0.06)

 

Diluted (loss) earnings per share attributable to ISG

 

$

(0.01)

 

$

(0.01)

 

$

0.03

 

$

(0.06)

 

Basic weighted average common shares attributable to ISG

 

 

42,316

 

 

43,058

 

 

43,305

 

 

43,423

 

Diluted weighted average common shares attributable to ISG

 

 

42,316

 

 

43,058

 

 

44,658

 

 

43,423

 

18—SUBSEQUENT EVENT

On March 5, 2024, the Board approved a first-quarter dividend of $0.045 per share, payable March 28, 2024, to shareholders of record as of March 19, 2024.

d

F-42F-27


Table of Contents

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

w

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarters Ended

 

 

    

March 31,

    

June 30,

    

September 30,

    

December 31,

 

 

 

2016

 

2016

 

2016

 

2016

 

Fiscal 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

49,929

 

$

60,354

 

$

51,929

 

$

54,287

 

Gross profit

 

$

18,561

 

$

24,248

 

$

20,970

 

$

20,361

 

Operating income

 

$

132

 

$

3,217

 

$

2,616

 

$

(8,557)

 

Other expense, net

 

$

(912)

 

$

(320)

 

$

(634)

 

$

(866)

 

(Loss) income from operations

 

$

(780)

 

$

2,897

 

$

1,982

 

$

(9,423)

 

Net (loss) income attributable to ISG

 

$

(699)

 

$

1,612

 

$

732

 

$

(8,150)

 

Basic (loss) earnings per share attributable to ISG

 

$

(0.02)

 

$

0.05

 

$

0.02

 

$

(0.22)

 

Diluted (loss) earnings per share attributable to ISG

 

$

(0.02)

 

$

0.04

 

$

0.02

 

$

(0.22)

 

Basic weighted average common shares attributable to ISG

 

 

37,340

 

 

35,609

 

 

35,707

 

 

37,842

 

Diluted weighted average common shares attributable to ISG

 

 

37,340

 

 

36,719

 

 

36,873

 

 

37,842

 

F-43


EXHIBIT INDEX

Exhibit
Number

Description

2.1

Purchase Agreement, dated as of April 24, 2007, as amended, by and between Registrant and MCP‑TPIMCP-TPI Holdings, LLC (previously filed as Annex A to the Registrant’s Definitive Proxy Statement filed with the SEC on October 17, 2007 (Commission File Number: 001‑33287)001-33287), and incorporated herein by reference).

2.2

Agreement for the Sale and Purchase of the Entire Issued Share Capital of CCGH Limited, dated as of January 4, 2011, between Registrant and the persons named therein (previously filed as Exhibit 2.1 to the Registrant’s Form 8‑K8-K filed with the SEC on January 4, 2011 (Commission File Number: 001‑33287)001-33287), and incorporated herein by reference).

2.3

Asset Purchase Agreement, dated as of February 10, 2011, among Registrant (for specific section only), and Salvaggio & Teal Ltd. (d/b/a Salvaggio, Teal & Associates), Salvaggio & Teal II, LLC, Mitt Salvaggio, Kirk Teal, Nathan Frey, and  International Consulting Acquisition Corp., (previously filed as Exhibit 2.1to the Registrant’s Form 8‑K8-K filed with the SEC on February 11, 2011 (Commission File Number: 001‑33287)001-33287), and incorporated herein by reference).

2.4

Agreement and Plan of Merger, dated as of December 1, 2016, by and among Alsbridge Holdings, Inc., ISG Information Services Group Americas, Inc., Gala Acquisition Sub, Inc., and LLR Equity Partners III, L.P., as representative of the equity holders (previously filed as Exhibit 2.1 to the Registrant’s Form 8-K filed with the SEC on December 2, 2016 (Commission File No. 001-33287), and incorporated herein by reference).

3.1

Amended and Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S‑1S-1 filed with the SEC on January 29, 2007 (Commission File Number: 333‑136536)333-136536), and incorporated herein by reference).

3.2

Amended and Restated By‑Laws,By-Laws, dated as of May 13, 2013 (previously filed as Exhibit 3.1 to the Registrant’s Form 8‑K8-K filed with the SEC on May 15, 2013 (Commission File Number: 001‑33287)001-33287), and incorporated herein by reference).

3.3

AmendedAmendment to the Amended and Restated By-Laws, dated as of November 8, 2017 (previously filed as Exhibit 3.1 to the Registrant’s Form 8 K filed with the SEC on November 13, 2017 (Commission File Number: 001-33287), and incorporated herein by reference).

4.1

Specimen Common Stock Certificate (previously filed as Exhibit 4.2 to Amendment No. 3 to the Registrant’s Registration Statement on Form S‑1S-1 filed with the SEC on December 22, 2006 (Commission File Number: 333‑136536)333-136536), and incorporated herein by reference).


Exhibit
Number

Description

4.2

FormDescription of Subordinated Convertible Note, dated asthe Securities of January 4, 2011, betweenthe Registrant and the persons named therein (previously filed as Exhibit 4.14.2 to the Registrant’s Form 8‑K10-K filed with the SEC on January 4, 2011March 11, 2020 (Commission File Number: 001‑33287), and incorporated herein by reference).

 4.3

Form of Unsecured Subordinated Promissory Note, dated as of December 1, 2016 (previously filed as Exhibit 4.1 to the Registrant’s Form 8-K filed with the SEC on December 2, 2016 (Commission File No. 001-33287), and incorporated herein by reference).

10.1

Registration Rights Agreement between the Registrant and the existing Stockholders dated as of February 6, 2007 (previously filed as Exhibit 10.9 to Amendment No. 3 to the Registrant’s Registration Statement on Form S‑1S-1 filed with the SEC on December 22, 2006 (Commission File Number: 333‑136536)333-136536), and incorporated herein by reference).

10.2#

Form of Indemnification Agreement for Directors and Officers (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on December 2, 2016 (Commission File No. 001-33287), and incorporated herein by reference).

10.3#

Amended and Restated 2007 Employee Stock Purchase Plan (previously filed as Annex B to the Registrant’s Definitive Proxy Statement filed with the SEC on March 21, 201420, 2020 (Commission File Number: 001‑33287)001-33287), and incorporated herein by reference).

10.4#

Amended and Restated 2007 Equity and Incentive Award Plan (previously filed as Appendix A to the Registrant’s Definitive Proxy Statement filed with the SEC on March 17, 201720, 2020 (Commission File Number: 001-33287), and incorporated herein by reference).

10.5#

Form of Restricted Unit Agreement for Directors (Time Based) (previously filed as Exhibit 10.5 to the Registrant’s Form 10-K filed with the SEC on March 10, 2023 (Commission File Number: 001-33287), and incorporated herein by reference).


Exhibit
Number

Description

10.9#

Form of Restricted Stock Unit Award Agreement (Time‑Based), (previously filed as Exhibit 10.2 to the Registrant’s Form 8‑K filed with the SEC on September 29, 2009 (Commission File Number: 001‑33287), and incorporated herein by reference).

10.10#

Form of Restricted Covenant Agreement (previously filed as Exhibit 10.3 to the Registrant’s Form 8‑K8-K filed with the SEC on September 29, 2009 (Commission File Number: 001‑33287)001-33287), and incorporated herein by reference).

10.11#10.9#

Severance Agreement dated as of October 5, 2009, between the Company and David E. Berger (previously filed as Exhibit 10.4 to the Registrant’s Form 8‑K filed with the SEC on September 29, 2009 (Commission File Number: 001‑33287), and incorporated herein by reference).

10.12#

Change in Control Agreement dated as of January 7, 2011, between the Company and Michael P. Connors (previously filed as Exhibit 10.2 to the Registrant’s Form 8‑K8-K filed with the SEC on January 7, 2011 (Commission File Number: 001‑33287)001-33287), and incorporated herein by reference).

10.13#10.10#

Form of Change in Control Agreement for officersOfficers (previously filed as Exhibit 10.15 to the Registrant’s Form 10‑K10-K filed with the SEC on March 15, 2012 (Commission File Number: 001‑33287)001-33287), and incorporated herein by reference).

10.14#10.11#

Employment Agreement for Michael P. Connors, dated December 16, 2011 (previously filed as Exhibit 10.1 to the Registrant’s Form 8‑K8-K filed with the SEC on December 21, 2011 (Commission File Number: 001‑33287)001-33287), and incorporated herein by reference).

10.15#10.12#

Employment Letter for James Cravens,Amendment No. 1, dated December 17,10, 2013, (previously filed as Exhibit 10.1 to the Registrant’s Form 8‑K filed with the SEC on December 19, 2013 (Commission File Number: 001‑33287), and incorporated herein by reference).

10.16#

Amendment No. 1 to Employment Agreement for Michael P. Connors previously filed as Exhibit 10.21 to the Registrant’s Form 10‑K10-K filed with the SEC on March 7, 2014 (Commission File Number: 001‑33287)001-33287), and incorporated herein by reference).

10.1710.13  

Securities Purchase Agreement, dated as of December 1, 2016, by and between Information Services Group, Inc. and Chevrillon & Associés SCA (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 2, 2016 (File No. 001-33287), and incorporated herein by reference).

10.18#10.14#

Amendment No. 2, dated December 13, 2016, to Employment Agreement for Michael P. Connors (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on December 16, 2016 (Commission File Number: 001 33287), and incorporated herein by reference).

10.19#10.15#

Employment Letter for Thomas Kucinski, dated May 15, 2017 (previously filed as Exhibit 10.1 to the Registrant’s Form 8‑K8-K filed with the SEC on May 15, 2017 (Commission File Number: 001‑33287)001-33287), and incorporated herein by reference).

10.16#

Amendment No. 3, dated December 30, 2020, to Employment Agreement for Michael P. Connors (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on December 30, 2020 (Commission File Number: 001-33287), and incorporated herein by reference).

10.17#

Employment Letter for Michael A. Sherrick, dated June 21, 2023 (previously filed as Exhibit 10.1 to the

Registrants Form 8-K filed with the SEC on June 23, 2023 (Commission File Number: 001-33287), and

incorporated herein by reference).

10.18

Third Amended and Restated Credit Agreement, dated as of February 22, 2023, among Information Services Group, Inc., various lenders and Bank of America, N.A., as Administrative Agent (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on February 23, 2023 (Commission File Number: 001-33287), and incorporated herein by reference).

10.19#

Employment Letter for Michael A. Sherrick, dated June 21, 2023 (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on June 23, 2023 (Commission File Number: 001-33287), and incorporated herein by reference).


Exhibit
Number

Description

11.0*

Computation of Earnings Per Share (included in Consolidated Statement of Comprehensive Income to the Consolidated Financial Statements included in Part II—Item 8 herein).

14.0  

Code of Ethics and Business Conduct for Directors, Officers and Employees (previously filed as Exhibit 14.1 to the Registrant’s Form 8‑K8-K filed with the SEC on August 7, 2012 (Commission File Number: 001‑33287)001-33287), and incorporated herein by reference).

21.121.1*

Subsidiaries of the Company (previously filed as Exhibit 21.1 to the Registrant’s Form 10-K filed with the SEC on March 15, 2017 (Commission File Number: 001 33287), and incorporated herein by reference).Company.  

23.1*

Consent of Independent Registered Public Accounting Firm.

24.1*

Power of Attorney.

31.1*

Certification of Chief Executive Officer Pursuant to SEC Rule 13a‑14(a)13a-14(a)/15d‑14(a)15d-14(a).

31.2*

Certification of Chief Financial Officer Pursuant to SEC Rule 13a‑14(a)13a-14(a)/15d‑14(a)15d-14(a).

32.1*

Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350.

32.2*

Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350.

97.1*

Information Services Group, Inc. Clawback Policy.

101*

The following financial statements from ISG’s Annual Report on Form 10‑K10-K for the year ended December 31, 2017,2023,  filed on March 15, 2018,8, 2024, formatted in XBRL (Extensible Business Reporting Language); (i) Consolidated Balance Sheet, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.

104*

Cover Page formatted in Inline XBRL and contained in Exhibit 101 attachments.


*    Filed herewith.

#    Indicates Item 15(a)(3) exhibit (management contract or compensation plan or arrangement).


SIGNATURES

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Stamford, in the State of Connecticut on March 15, 2018.8, 2024.

INFORMATION SERVICES GROUP, INC.

By:

/s/ Michael P. Connors

Michael P. Connors
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf and in the capacities and on the dates indicated.

Name

Position

Date

/s/ Michael P. Connors

Michael P. Connors

Chairman and Chief Executive
Officer (Principal Executive Officer)

March 15, 20188, 2024

/s/ David E. BergerMICHAEL A. SHERRICK

David E. BergerMichael A. Sherrick

Executive Vice President, Chief
Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)

March 15, 20188, 2024

*Neil G. Budnick

Neil G. Budnick

Director

March 15, 20188, 2024

*Gerald S. Hobbs

Gerald S. Hobbs

Director

March 15, 20188, 2024

*Kalpana Raina

Kalpana Raina

Director

March 15, 20188, 2024

*Donald C. Waite III

Donald C. Waite III

Director

March 15, 20188, 2024

*Christine Putur

Christine Putur

Director

March 15, 20188, 2024

*Bruce N. Pfau

Bruce N. Pfau

Director

March 8, 2024

*By:

/s/ Michael P. Connors

Michael P. Connors**


**   By authority of the power of attorney filed as Exhibit 24.1 hereto


INFORMATION SERVICES GROUP, INC.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

    

Balance at

    

Charges to

    

 

    

Balance at

 

 

Beginning

 

Costs and

 

Additions/

 

End of

 

    

Balance at

    

Charges to

    

    

Balance at

 

Beginning

Costs and

Additions/

End of

Description

 

of Period

 

Expenses

 

(Deductions)

 

Period

 

of Period

Expenses

(Deduction)

Period

Year ended December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2023

Allowance for doubtful accounts

 

$

494

 

351

 

(342)

 

$

503

 

$

272

 

5,434

 

(418)

$

5,288

Allowance for tax valuation

 

$

6,802

 

572

 

(831)

 

$

6,543

 

$

3,704

 

(95)

176

$

3,785

Year ended December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2022

Allowance for doubtful accounts

 

$

415

 

34

 

45

 

$

494

 

$

40

 

(320)

 

552

$

272

Allowance for tax valuation

 

$

5,146

 

1,497

 

159

 

$

6,802

 

$

3,315

 

(44)

433

$

3,704

Year ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2021

Allowance for doubtful accounts

 

$

234

 

174

 

 7

 

$

415

 

$

368

 

138

 

(466)

$

40

Allowance for tax valuation

 

$

5,694

 

(171)

 

(377)

 

$

5,146

 

$

3,707

 

52

 

(444)

$

3,315

G-1