Information Services (III) 10-Q9 May 142014 Q1 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2014	Apr. 25, 2014
Document and Entity Information	'	'
Entity Registrant Name	'Information Services Group Inc.	'
Entity Central Index Key	'0001371489	'
Document Type	'10-Q	'
Document Period End Date	31-Mar-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Entity Current Reporting Status	'Yes	'
Entity Filer Category	'Non-accelerated Filer	'
Entity Common Stock, Shares Outstanding	'	37,306,658
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q1	'

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets	'	'
Cash and cash equivalents	$26,185	$35,085
Accounts receivable, net of allowance of $254 and $352, respectively	44,591	38,688
Deferred tax asset	424	825
Prepaid expense and other current assets	3,234	2,116
Total current assets	74,434	76,714
Restricted cash	206	54
Furniture, fixtures and equipment, net	3,518	3,213
Goodwill	34,727	34,691
Intangible assets, net	21,300	22,093
Other assets	3,013	3,109
Total assets	137,198	139,874
Current liabilities	'	'
Accounts payable	7,112	6,024
Current maturities of long-term debt	3,375	3,375
Deferred revenue	4,508	3,944
Accrued expenses	17,013	21,189
Total current liabilities	32,008	34,532
Long-term debt, net of current maturities	52,528	53,371
Deferred tax liability	2,182	2,432
Other liabilities	6,256	6,296
Total liabilities	92,974	96,631
Commitments and contingencies (Note 7)	'	'
Redeemable noncontrolling interest	702	'
Stockholders' equity	'	'
Preferred stock, $.001 par value; 10,000 shares authorized; none issued	'	'
Common stock, $.001 par value, 100,000 shares authorized; 37,943 shares issued and 37,375 shares outstanding at March 31, 2014 and 37,943 shares issued and 37,122 outstanding at December 31, 2013	38	38
Additional paid-in-capital	208,304	208,602
Treasury stock (568 and 821 common shares, respectively, at cost)	-2,385	-2,796
Accumulated other comprehensive loss	-2,345	-2,448
Accumulated deficit	-160,090	-160,153
Total stockholders' equity	43,522	43,243
Total liabilities, redeemable noncontrolling interest and stockholders' equity	$137,198	$139,874

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
CONDENSED CONSOLIDATED BALANCE SHEETS	'	'
Accounts receivable, allowances (in dollars)	$254	$352
Preferred stock, par value (in dollars per share)	$0.00	$0.00
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	0	0
Common stock, par value (in dollars per share)	$0.00	$0.00
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	37,943	37,943
Common stock, shares outstanding	37,375	37,122
Treasury stock, shares	568	821

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)	3 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	'	'
Revenues	$48,241	$50,588
Operating expenses	'	'
Direct costs and expenses for advisors	29,812	30,032
Selling, general and administrative	15,655	16,033
Depreciation and amortization	1,738	1,913
Operating income	1,036	2,610
Interest income	2	5
Interest expense	-518	-727
Foreign currency transaction (loss) gain	-14	48
Income before taxes	506	1,936
Income tax provision	418	967
Net income	88	969
Net income attributable to noncontrolling interest	25	'
Net income attributable to ISG	63	969
Weighted average shares outstanding:	'	'
Basic (in shares)	37,383	36,632
Diluted (in shares)	38,861	38,794
Earnings per share attributable to ISG:	'	'
Basic (in dollars per share)	$0	$0.03
Diluted (in dollars per share)	$0	$0.03
Comprehensive income:	'	'
Net income	63	969
Foreign currency translation, net of tax benefit (expense) of $65 and $(282)	103	-460
Comprehensive income	166	509
Comprehensive income attributable to noncontrolling interest	25	'
Comprehensive income attributable to ISG	$141	$509

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	'	'
Foreign currency translation, tax benefit (expense)	$65	($282)

CONDENSED_CONSOLIDATED_STATEME2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities	'	'
Net income	$88	$969
Adjustments to reconcile net income to net cash used in operating activities:	'	'
Depreciation expense	440	397
Amortization of intangibles	1,298	1,515
Tax benefit from stock issuances	-415	'
Amortization of deferred financing costs	38	83
Compensation costs related to stock-based awards	601	498
Changes in accounts receivable allowance	-81	-202
Deferred tax provision (benefit)	368	-176
Loss on disposal of furniture, fixtures and equipment	5	16
Changes in operating assets and liabilities, net of acquisition:	'	'
Accounts receivable	-5,579	-3,715
Prepaid expense and other current assets	-945	-970
Accounts payable	1,024	1,571
Deferred revenue	564	-219
Accrued liabilities	-4,222	-1,577
Net cash used in operating activities	-6,816	-1,810
Cash flows from investing activities	'	'
Acquisition of CTP's shares, net of cash acquired	37	'
Restricted cash	-152	1
Purchase of furniture, fixtures and equipment	-693	-426
Net cash used in investing activities	-808	-425
Cash flows from financing activities	'	'
Principal payments on borrowings	-844	-2,500
Equity securities repurchased	-1,012	-326
Tax benefit from stock issuances	415	'
Proceeds from issuance of ESPP shares	109	86
Net cash used in financing activities	-1,332	-2,740
Effect of exchange rate changes on cash	56	-313
Net decrease in cash and cash equivalents	-8,900	-5,288
Cash and cash equivalents, beginning of period	35,085	23,499
Cash and cash equivalents, end of period	26,185	18,211
Noncash financing activities:	'	'
Issuance of treasury stock for vested restricted stock awards	$1,320	$411

DESCRIPTION_OF_ORGANIZATION_AN

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2014
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	'
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	'
	NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

	Information Services Group, Inc. (the “Company”) 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 offering and completed the acquisition of TPI Advisory Services Americas, Inc. (“TPI”).

BASIS_OF_PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
BASIS OF PRESENTATION	Mar. 31, 2014
BASIS OF PRESENTATION	'
BASIS OF PRESENTATION	'
	NOTE 2—BASIS OF PRESENTATION

	The accompanying unaudited condensed consolidated financial statements as of March 31, 2014 and for the three months ended March 31, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and pursuant to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are considered necessary for a fair statement of the financial position of the Company as of March 31, 2014 and the results of operations and cash flows for the three months ended March 31, 2014 and 2013. The condensed consolidated balance sheet as of December 31, 2013 has been derived from the Company’s audited consolidated financial statements. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

	Certain information and disclosures normally included in the notes to annual financial statements prepared in accordance with GAAP have been omitted from these interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the financial statements for the fiscal year ended December 31, 2013, which are included in the Company’s 2013 Form 10-K filed with the SEC.

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2014
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Use of Estimates

	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 accounting affect the amounts of revenues, expenses, unbilled receivables and deferred revenue. Numerous internal and external factors can affect estimates. Estimates are also used for but not limited to: allowance for doubtful accounts, useful lives of furniture, fixtures and equipment, depreciation expense, fair value assumptions in business acquisitions and analyzing goodwill and intangible asset impairments, income taxes and deferred tax asset valuation, and the valuation of stock based compensation.

	Fair Value

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

	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, 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-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.

	The Company held investments in cash equivalent money market funds of $20,000 at March 31, 2014 and December 31, 2013. The Company considers the fair value of cash equivalent money market funds to be classified within Level 1 of the fair value hierarchy.

	The Company’s financial instruments include outstanding borrowings of $55.9 million at March 31, 2014 and $56.7 million at December 31, 2013, which are carried at amortized cost. The fair values of these instruments are classified within Level 3 of the fair value hierarchy. The fair value of the Company’s outstanding borrowings is approximately $55.8 million and $56.8 million at March 31, 2014 and December 31, 2013, respectively. The fair values of these instruments 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 2.65% to 2.74%. 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.

	The Company’s contingent consideration liability related to the STA acquisition was $4.1 million at March 31, 2014 and December 31, 2013. 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. There was no material adjustment during the three months ended March 31, 2014. 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 thus the likelihood of us making payments. These cash outflow projections have been discounted using a rate of 2.3%, which is the after-tax cost of debt financing for market participants.

	Recently Issued Accounting Pronouncements

	In March 2013, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance clarifying the accounting for the release of cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows.

	In July 2013, the FASB issued new accounting guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. No new recurring disclosures are required. The amendments are effective for annual and interim reporting periods beginning on or after December 15, 2013, and are to be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows.

ACQUISITION

ACQUISITION	3 Months Ended
	Mar. 31, 2014
ACQUISITION	'
ACQUISITION	'
	NOTE 4—ACQUISITION

	On March 17, 2014, Compass Holding BV, a wholly-owned subsidiary of ISG entered into an Agreement with Convergent Technologies Partners S.p.A. (“CTP”) whereby Compass Holding BV acquired 51% of CTP’s share capital for $1.0 million, which included $0.7 million of cash acquired, providing Company control over CTP. CTP became a subsidiary of the Company on the date of acquisition. In the framework that the parties have reached, at the same time CTP has acquired 100% interest of Compass Management Consulting Italy “Compass Italy”, a subsidiary of Compass Holding BV for $0.3 million. The selling of Compass Italy and acquisition of CTP are treated as linked transaction and accordingly recorded on a net basis. CTP is a leading management consulting firm providing specialized IT and operational strategies and solutions to Italy’s public sector. The agreement with CTP extends our global penetration into the public sector, building on our successful public sector businesses in North America, Australia and the UK. It also provides new growth opportunities for the Company to serve both public and private sector organizations in Italy with our combined resources.

	They entered into in the future a put and call option agreement for the transfer to ISG of all of the outstanding CTP’s share capital that it does not own, to be exercised upon certain conditions. The remaining 49% ownership in CTP is held by a third party. The third party representing the redeemable non-controlling interest in the subsidiary holds put rights for the remaining interest in CTP. The put right provides the redeemable non-controlling interest an option to sell its ownership interest to the Company after December 31, 2016 at a price based on four times the average of 2015 Earning Before Interests, Taxes, Depreciation and Amortization (“EBITDA”) and 2016 EBITDA, as resulting from CTP’s approved financial statements for the year 2015 and year 2016 at the time of the exercise. Since the redeemable non-controlling interest in CTP has a redemption feature, as a result of the put option, the Company has classified the redeemable non-controlling interest in CTP in the mezzanine section of the Condensed Consolidated Balance Sheet. The redeemable non-controlling interest will be accreted to the redemption value by recording a corresponding adjustment to accumulated deficit at the end of each reporting period.

	The following table summarizes the consideration transferred to acquire CTP and the amounts of identified assets acquired and liabilities assumed at the acquisition date, as well as the fair value of the redeemable noncontrolling interest in CTP at the acquisition date:

	Fair value of consideration transferred

	Cash	$	691
	Redeemable noncontrolling interest*	677

	Total fair value transferred	$	1,368


	* Equivalent to 49% of CTP’s share capital. The noncontrolling interest is calculated based on 4 times the average of 2015 and 2016 EBITDA. We employed a discount rate of 13.5% to discount future excess cash flows.

	Recognized amounts of identifiable assets acquired and liabilities assumed:

	Cash	$	728
	Accounts receivable	560
	Other assets	157
	Intangible assets	505
	Accounts payable	(64		)
	Accrued expenses and other	(554		)

	Net assets acquired	$	1,332

	Goodwill(1)	$	36

	(1) Goodwill of approximately $36,000 acquired in the acquisition is deductible for tax purposes.

	Costs associated with this acquisition are included in the selling, general and administrative expenses in the condensed consolidated statement of comprehensive income and totaled $0.2 million during the three months ended March 31, 2014. 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 dates. The purchase price allocations will be finalized after the completion of the valuation of certain intangible assets and any adjustments to the preliminary purchase price allocations are not expected to have a material impact on the Company’s results of operations. 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			Asset Life
		Allocation
	Amortizable intangible assets:
	Customer relationships	$	487		10 years
	Certified Methodology (patent)	18			2 years
	Total intangible assets	$	505

	The Condensed Consolidated Financial Statements include the results of the CTP acquisition subsequent to the closing. Had the acquisition occurred as of January 1, 2013, the impact on the Company’s results of operations would not have been material.

NET_INCOME_LOSS_PER_COMMON_SHA

NET INCOME (LOSS) PER COMMON SHARE	3 Months Ended
NET INCOME (LOSS) PER COMMON SHARE	Mar. 31, 2014
NET INCOME (LOSS) PER COMMON SHARE	'
NET INCOME (LOSS) PER COMMON SHARE	'
	NOTE 5—NET INCOME (LOSS) PER COMMON SHARE

	Basic earnings (loss) per share is computed by dividing net income (loss) 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. At March 31, 2014, the effect of 0.1 million stock appreciation rights (“SARs”) have not been considered in the diluted earnings per share, since the market price of the stock was less than the exercise price during the period in the computation. At March 31, 2013, the effect of 0.2 million SARs have not been considered in the diluted earnings per share, since the market price of the stock was less than the exercise price during the period in the computation. The 0.8 million restricted shares have not been considered in the diluted earnings per share calculation for the three months ended March 31, 2013, as the effect would be anti-dilutive. In addition, 250,000 contingent restricted shares related to the acquisition of STA were excluded from basic and diluted earnings per share as the contingency was not met as of the reporting period.

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

		Three Months Ended March 31,
		2014		2013
	Basic:
	Net income attributable to ISG	$	63	$	969
	Weighted average common shares	37,383		36,632
	Earnings per share attributable to ISG	$	0	$	0.03

	Diluted:
	Net income attributable to ISG	$	63	$	969
	Interest expense of convertible debt, net of tax	6		30
	Net income , attributable to ISG, as adjusted	$	69	$	999

	Basic weighted average common shares	37,383		36,632
	Potential common shares	1,478		2,162
	Diluted weighted average common shares	38,861		38,794
	Diluted earnings per share attributable to ISG	$	0	$	0.03

INCOME_TAXES

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2014
INCOME TAXES	'
INCOME TAXES	'
	NOTE 6—INCOME TAXES

	The Company’s effective tax rate for the three months ended March 31, 2014 is 82.6% compared to 49.9% for the three months ended March 31, 2013. The difference is primarily due to changes in pre-tax income by jurisdiction for the three months ended March 31, 2014 compared to the three months ended March 31, 2013. The Company’s operations resulted in a pre-tax income of $0.5 million and a tax provision of $0.4 million, yielding an 82.6% effective tax rate for the three months ended March 31, 2014.

	As of March 31, 2014, the Company had total unrecognized tax benefits of approximately $2.4 million of which approximately $2.4 million of this benefit would impact the Company’s effective tax rate if recognized. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax provision in its consolidated statement of operations. As of March 31, 2014, the Company’s accrual of interest and penalties was $0.5 million.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2014
COMMITMENTS AND CONTINGENCIES	'
COMMITMENTS AND CONTINGENCIES	'
	NOTE 7—COMMITMENTS AND CONTINGENCIES

	The Company is subject to contingencies which arise through the ordinary course of business. All liabilities of which management is aware are properly reflected in the financial statements at March 31, 2014 and December 31, 2013.

	STA Consulting Contingent Consideration

	As of March 31, 2014, the Company has recorded a liability of $4.1 million representing the estimated fair value of contingent consideration related to the acquisition of STA Consulting, of which $1.6 million is classified as current and included in accrued expenses on the consolidated balance sheet. The Company paid $1.6 million in April of 2014 related to 2013 performance and the remaining contingent liability is expected to be paid in the first quarter of 2015 and the first quarter of 2016.

SEGMENT_AND_GEOGRAPHICAL_INFOR

SEGMENT AND GEOGRAPHICAL INFORMATION	3 Months Ended
	Mar. 31, 2014
SEGMENT AND GEOGRAPHICAL INFORMATION	'
SEGMENT AND GEOGRAPHICAL INFORMATION	'
	NOTE 8—SEGMENT AND GEOGRAPHICAL INFORMATION

	The Company operates in one segment consisting primarily of fact-based sourcing advisory services. The Company operates principally in the Americas, Europe and Asia Pacific.

	Geographical revenue information for the segment is as follows:

		Three Months Ended March 31,
		2014		2013
	Revenues
	Americas	$	24,433	$	28,845
	Europe	19,781		16,488
	Asia Pacific	4,027		5,255
		$	48,241	$	50,588

	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 for the purposes of making operating decisions or allocating resources.

FINANCING_ARRANGEMENTS_AND_LON

FINANCING ARRANGEMENTS AND LONG-TERM DEBT	3 Months Ended
FINANCING ARRANGEMENTS AND LONG-TERM DEBT	Mar. 31, 2014
FINANCING ARRANGEMENTS AND LONG-TERM DEBT	'
FINANCING ARRANGEMENTS AND LONG-TERM DEBT	'
	NOTE 9—FINANCING ARRANGEMENTS AND LONG-TERM DEBT

	On November 16, 2007, our wholly-owned subsidiary International Consulting Acquisition Corp. (“ICAC”) entered into a senior secured credit facility comprised of a $95.0 million term loan facility and a $10.0 million revolving credit facility (the “2007 Credit Agreement”). On November 16, 2007, ICAC borrowed $95.0 million under the term loan facility to finance a portion of the purchase price for our acquisition of TPI and to pay transaction costs. In connection with entering into a new credit facility on May 3, 2013, the Company repaid in full all obligations and liabilities owing under, and terminated, the 2007 Credit Agreement. No early termination penalties were incurred by the Company in connection with the termination of the 2007 Credit Agreement. As a result of this transaction, the Company recognized a loss of $0.4 million in the second quarter of 2013 relating to the write down of unamortized debt financing costs relating to the 2007 Credit Agreement. This amount was recorded in Gain on Extinguishment of Debt in the accompanying consolidated statement of comprehensive income (loss).

	On May 3, 2013 (the “Closing”), the Company entered into a five year senior secured credit facility (the “2013 Credit Agreement”) comprised of a $45.0 million term loan facility and a $25.0 million revolving credit facility. On May 3, 2013, the Company borrowed $55.0 million under the 2013 Credit Agreement to refinance our existing debt under the 2007 Credit Agreement and to pay transaction costs. The material terms of the senior secured credit facility under the 2013 Credit Agreement are as follows:

	· Each of the term loan facility and revolving credit facility has a maturity date of five years from the Closing.

	· 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 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. Prior to the end of the first full quarter following the closing of the credit facility, the applicable margin was required to be a percentage per annum equal to 2.5% for the term loans and the revolving loans maintained as Base Rate loans or 3.5% for the term loans and revolving loans maintained as Eurodollar loans.

	· The Term Loan is repayable in eight consecutive quarterly installments of $843,750 each, commencing September 30, 2013, followed by eleven consecutive quarterly installments in the amount of $1,125,000 each, commencing September 30, 2015, 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), transaction 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. As of March 31, 2014, our maximum total leverage ratio was 3.50 to 1.00 and we were in compliance with all covenants contained in the 2013 Credit Agreement.

	· 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 is required under the 2013 Credit Agreement to establish a fixed or maximum interest rate covering a notional amount of not less than 50% of the aggregate outstanding indebtedness for borrowed money (other than the total revolving outstanding) for a period of three years from the closing date of our 2013 Credit Agreement. Subsequent to May 3, 2013, the Company entered into an agreement to cap the interest rate at 5% on the LIBOR component of its borrowings under the term loan facility until May 3, 2016. This interest rate cap is not designated for hedging or speculative purposes. The expense related to this interest rate cap was not material.

	On March 18, 2014, the Company’s lenders agreed to amend the 2013 Credit Agreement to allow the Company to complete the acquisition of CCI Consulting Pty Ltd (“CCI”). In addition, the Company’s lenders agreed to allow the Company to exclude the acquisition from its $5 million fiscal year permitted acquisition basket and from the calculation of its Consolidated Fixed Charge Coverage ratio. Lastly, the Company’s lenders agreed to increase its permitted acquisition baskets during any fiscal year from $5 million to $10 million and the term of our Credit Agreement from $15 million to $40 million. On April 17, 2014, the acquisition of CCI was completed.

	As of March 31, 2014, the total principal outstanding under the term loan facility and revolving credit facility was $42.5 million and $10.0 million, respectively. Additional mandatory principal repayments totaling $2.5 million and $3.9 million will be due in 2014 and 2015, respectively.

	Compass Convertible Notes

	On January 4, 2011, as part of the consideration for the acquisition of Compass, the Company issued an aggregate of $6.3 million in convertible notes to Compass (the “Notes”). The Notes mature on January 4, 2018 and interest is 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 Notes. The Notes were subject to transfer restrictions until January 31, 2013. If the price of the Company’s common stock on the Nasdaq Global Market exceeds $4 per share for 60 consecutive trading days (the “Trigger Event”), a holder of the Notes may convert all (but not less than all) of the outstanding principal amount of the Notes into shares of our common stock at the rate of 1 share for every $4 in principal amount outstanding. After the Trigger Event, the Company may prepay all or any portion of the outstanding principal amount of the Notes by giving a holder 30 days written notice.

	On April 26, 2013, the Company settled a portion of the Notes. The payee agreed to accept from the Company an amount equal to $650,000 as satisfaction in full of all indebtedness of $1.1 million owing by the Company to such payee. As a result of this transaction, the Company recognized a gain of $0.5 million in the second quarter of 2013 representing the difference between the fair value of the consideration issued in the settlement transaction and the carrying value of the amounts due to the payee. This amount was recorded in Gain on Extinguishment of Debt in the accompanying consolidated statement of comprehensive income (loss).

	On November 14, 2013, the Company’s lenders agreed to amend the 2013 Credit Agreement to allow the Company to prepay the entire outstanding principal amount of the CPIV S.A. Convertible Note (“CPIV Note”) plus accrued interest and exclude the CPIV Note prepayment from the calculation of our consolidated fixed charge coverage ratio. On November 25, 2013, the Company settled a portion of the Notes and prepaid the CPIV Note and the payee agreed to accept from the Company an amount equal to the principal of $1.7 million plus accrued interest as satisfaction in full of all indebtedness owing by the Company to such payee. Therefore, there was no gain or loss recorded as a result of this transaction.

	On March 21, 2014, the Trigger Event occurred. As a result, a holder of the Notes may convert all (but not less than all) of the outstanding principal amount of the Notes into shares of our common stock at the rate of 1 share for every $4 in principal amount outstanding. In addition, ISG may elect to prepay all or any portion of the outstanding principal amount of the Notes by giving a holder 30 days written notice; however, such holder shall be given the opportunity to convert the outstanding principal amount into shares as described above. The holder of the Notes does not have the option to require cash payment as a result of the Trigger Event, hence the Notes are classified as non-current.

SUBSEQUENT_EVENT

SUBSEQUENT EVENT	3 Months Ended
SUBSEQUENT EVENT	Mar. 31, 2014
SUBSEQUENT EVENT	'
SUBSEQUENT EVENT	'
	NOTE 10 —SUBSEQUENT EVENT

	On April 17, 2014, the Company executed an Asset Purchase Agreement (the “CCI Agreement”) with CCI Consulting Pty Ltd (“CCI’) and Technology Partners International, Inc., a wholly-owned subsidiary of ISG, and consummated the acquisition of substantially all of the assets and assumption of the operating liabilities of CCI.

	Under the terms of the CCI Agreement, ISG acquired the specified assets for cash consideration of AU$1.9 million, of which AU$1.0 million was paid at closing and AU$0.9 million will be paid in April 2015. In addition, the sellers under the CCI Agreement (the “CCI Sellers”) are eligible to receive a minimum of AU$0 and a maximum up to AU$3.0 million of earn-out payments for fiscal years 2014-2016 if certain earnings targets are met. Finally, the CCI Sellers were granted 50,000 ISG Restricted Shares that will vest if the target revenue of ISG and its affiliates is met. This business combination was accounted for under the acquisition method of accounting. We have not finalized our assessment of the fair values as there has been insufficient time between the acquisition date and the issuance of this Form 10-Q to complete our review of individual contracts, agreements, and accounting records of CCI.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2014
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
Use of Estimates	'
	Use of Estimates

	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 accounting affect the amounts of revenues, expenses, unbilled receivables and deferred revenue. Numerous internal and external factors can affect estimates. Estimates are also used for but not limited to: allowance for doubtful accounts, useful lives of furniture, fixtures and equipment, depreciation expense, fair value assumptions in business acquisitions and analyzing goodwill and intangible asset impairments, income taxes and deferred tax asset valuation, and the valuation of stock based compensation.

Fair Value	'
	Fair Value

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

	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, 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-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.

	The Company held investments in cash equivalent money market funds of $20,000 at March 31, 2014 and December 31, 2013. The Company considers the fair value of cash equivalent money market funds to be classified within Level 1 of the fair value hierarchy.

	The Company’s financial instruments include outstanding borrowings of $55.9 million at March 31, 2014 and $56.7 million at December 31, 2013, which are carried at amortized cost. The fair values of these instruments are classified within Level 3 of the fair value hierarchy. The fair value of the Company’s outstanding borrowings is approximately $55.8 million and $56.8 million at March 31, 2014 and December 31, 2013, respectively. The fair values of these instruments 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 2.65% to 2.74%. 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.

	The Company’s contingent consideration liability related to the STA acquisition was $4.1 million at March 31, 2014 and December 31, 2013. 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. There was no material adjustment during the three months ended March 31, 2014. 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 thus the likelihood of us making payments. These cash outflow projections have been discounted using a rate of 2.3%, which is the after-tax cost of debt financing for market participants.

Recently Issued Accounting Pronouncements	'
	Recently Issued Accounting Pronouncements

	In March 2013, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance clarifying the accounting for the release of cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows.

	In July 2013, the FASB issued new accounting guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. No new recurring disclosures are required. The amendments are effective for annual and interim reporting periods beginning on or after December 15, 2013, and are to be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows.

ACQUISITIONS_Tables

ACQUISITIONS (Tables)	3 Months Ended
ACQUISITIONS (Tables)	Mar. 31, 2014
ACQUISITION	'
Summary of fair value of consideration transferred	'
	Cash	$	691
	Redeemable noncontrolling interest*	677

	Total fair value transferred	$	1,368


	* Equivalent to 49% of CTP’s share capital. The noncontrolling interest is calculated based on 4 times the average of 2015 and 2016 EBITDA. We employed a discount rate of 13.5% to discount future excess cash flows.
Schedule of recognized amounts of identifiable assets acquired and liabilities assumed	'
	Cash	$	728
	Accounts receivable	560
	Other assets	157
	Intangible assets	505
	Accounts payable	(64		)
	Accrued expenses and other	(554		)

	Net assets acquired	$	1,332

	Goodwill(1)	$	36

	(1) Goodwill of approximately $36,000 acquired in the acquisition is deductible for tax purposes.
Schedule of purchase price assigned to intangible assets and the amortization period	'
		Purchase Price			Asset Life
		Allocation			Asset Life
	Amortizable intangible assets:
	Customer relationships	$	487		10 years
	Certified Methodology (patent)	18			2 years
	Total intangible assets	$	505

NET_INCOME_LOSS_PER_COMMON_SHA1

NET INCOME (LOSS) PER COMMON SHARE (Tables)	3 Months Ended
NET INCOME (LOSS) PER COMMON SHARE (Tables)	Mar. 31, 2014
NET INCOME (LOSS) PER COMMON SHARE	'
Schedule of computation of basic and diluted earnings per share	'
		Three Months Ended March 31,
		2014		2013
	Basic:
	Net income attributable to ISG	$	63	$	969
	Weighted average common shares	37,383		36,632
	Earnings per share attributable to ISG	$	0	$	0.03

	Diluted:
	Net income attributable to ISG	$	63	$	969
	Interest expense of convertible debt, net of tax	6		30
	Net income , attributable to ISG, as adjusted	$	69	$	999

	Basic weighted average common shares	37,383		36,632
	Potential common shares	1,478		2,162
	Diluted weighted average common shares	38,861		38,794
	Diluted earnings per share attributable to ISG	$	0	$	0.03

SEGMENT_AND_GEOGRAPHICAL_INFOR1

SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)	3 Months Ended
SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)	Mar. 31, 2014
SEGMENT AND GEOGRAPHICAL INFORMATION	'
Schedule of geographical revenue information for the segment	'
		Three Months Ended March 31,
		2014		2013
	Revenues
	Americas	$	24,433	$	28,845
	Europe	19,781		16,488
	Asia Pacific	4,027		5,255
		$	48,241	$	50,588

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Fair value of assets and liabilities measured on recurring and non-recurring basis	'	'	'	'
Cash equivalents	$26,185,000	$35,085,000	$18,211,000	$23,499,000
Discount rate (as a percent)	2.30%	'	'	'
STA	'	'	'	'
Fair value of assets and liabilities measured on recurring and non-recurring basis	'	'	'	'
Contingent consideration liability	4,100,000	'	'	'
Minimum	'	'	'	'
Fair value of assets and liabilities measured on recurring and non-recurring basis	'	'	'	'
Incremental borrowing rate used to discount future cash flows from financial instruments (as a percent)	2.65%	'	'	'
Maximum	'	'	'	'
Fair value of assets and liabilities measured on recurring and non-recurring basis	'	'	'	'
Incremental borrowing rate used to discount future cash flows from financial instruments (as a percent)	2.74%	'	'	'
Carrying Amount \| Level 3	'	'	'	'
Fair value of assets and liabilities measured on recurring and non-recurring basis	'	'	'	'
Outstanding borrowings	55,900,000	56,700,000	'	'
Fair Value \| Level 1 \| Money market funds	'	'	'	'
Fair value of assets and liabilities measured on recurring and non-recurring basis	'	'	'	'
Cash equivalents	20,000	20,000	'	'
Fair Value \| Level 3	'	'	'	'
Fair value of assets and liabilities measured on recurring and non-recurring basis	'	'	'	'
Outstanding borrowings	55,800,000	56,800,000	'	'
Fair Value \| Level 3 \| STA	'	'	'	'
Fair value of assets and liabilities measured on recurring and non-recurring basis	'	'	'	'
Contingent consideration liability	$4,100,000	$4,100,000	'	'

ACQUISITIONS_Details

ACQUISITIONS (Details) (USD $)	3 Months Ended		0 Months Ended	3 Months Ended	0 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 17, 2014	Mar. 31, 2014	Mar. 17, 2014	Mar. 17, 2014	Mar. 17, 2014	Mar. 17, 2014
			CTP	CTP	CTP	CTP	CTP	Compass Italy
					Customer relationships	Certified Methodology (patent)	Compass Holding BV	CTP
							item
Business Acquisition	'	'	'	'	'	'	'	'
Percentage of share capital acquired	'	'	'	'	'	'	51.00%	100.00%
Fair value of consideration transferred	'	'	'	'	'	'	'	'
Cash	'	'	$691,000	'	'	'	'	'
Redeemable noncontrolling interest	'	'	'	'	'	'	677,000	'
Total fair value transferred	'	'	1,368,000	'	'	'	'	300,000
Ownership interest held by noncontrolling interest (as a percent)	'	'	'	'	'	'	49.00%	'
Noncontrolling interest calculated based on ratio of average 2015 and 2016 EBITDA	'	'	'	'	'	'	4	'
Discount rate to discount future excess cash flows (as a percent)	2.30%	'	'	'	'	'	13.50%	'
Recognized amounts of identifiable assets acquired and liabilities assumed	'	'	'	'	'	'	'	'
Cash	'	'	728,000	'	'	'	'	'
Accounts receivable	'	'	560,000	'	'	'	'	'
Other assets	'	'	157,000	'	'	'	'	'
Intangible assets	'	'	505,000	'	'	'	'	'
Accounts payable	'	'	-64,000	'	'	'	'	'
Accrued expenses and other	'	'	-554,000	'	'	'	'	'
Net assets acquired	'	'	1,332,000	'	'	'	'	'
Goodwill	34,727,000	34,691,000	36,000	'	'	'	'	'
Goodwill acquired in the acquisition is deductible for tax purposes	'	'	36,000	'	'	'	'	'
Acquisition costs are included in the selling, general and administrative expenses	'	'	'	200,000	'	'	'	'
Amortizable intangible assets:	'	'	'	'	'	'	'	'
Amortizable intangible assets	'	'	'	'	$487,000	$18,000	'	'
Asset Life	'	'	'	'	'10 years	'2 years	'	'

NET_INCOME_LOSS_PER_COMMON_SHA2

NET INCOME (LOSS) PER COMMON SHARE (Details)	3 Months Ended
NET INCOME (LOSS) PER COMMON SHARE (Details)	Mar. 31, 2014	Mar. 31, 2013
Restricted shares related to the acquisition of STA Consulting	'	'
Antidilutive securities	'	'
Shares excluded from basic and diluted earnings per share since the contingency has not been met	250,000	'
SARs	'	'
Antidilutive securities	'	'
Securities considered antidilutive (in shares)	100,000	200,000
Restricted shares	'	'
Antidilutive securities	'	'
Securities considered antidilutive (in shares)	800,000	'

NET_INCOME_LOSS_PER_COMMON_SHA3

NET INCOME (LOSS) PER COMMON SHARE (Details 2) (USD $)	3 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Basic:	'	'
Net income attributable to ISG	$63	$969
Weighted average common shares	37,383	36,632
Earnings per share attributable to ISG	$0	$0.03
Diluted:	'	'
Net income attributable to ISG	63	969
Interest expense of convertible debt, net of tax	6	30
Net income attributable to ISG, as adjusted	$69	$999
Basic weighted average common shares	37,383	36,632
Potential common shares	1,478	2,162
Diluted weighted average common shares	38,861	38,794
Diluted earnings per share attributable to ISG (in dollars per share)	$0	$0.03

INCOME_TAXES_Details

INCOME TAXES (Details) (USD $)	3 Months Ended
INCOME TAXES (Details) (USD $)	Mar. 31, 2014	Mar. 31, 2013
INCOME TAXES	'	'
Effective income tax rates (as a percent)	82.60%	49.90%
Pretax income (loss)	$506,000	$1,936,000
Income tax provision (benefit)	418,000	967,000
Unrecognized tax benefits	2,400,000	'
Unrecognized tax benefits that would impact the company's effective tax rate	2,400,000	'
Interest and penalties accrued	$500,000	'

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Details) (STA Consulting, USD $)	Mar. 31, 2014	Apr. 30, 2014
In Millions, unless otherwise specified	Mar. 31, 2014	Subsequent event
Contingent Consideration	'	'
Contingent consideration liability	$4.10	'
Contingent consideration classified as current	1.6	'
Amount paid for contingent consideration	'	$1.60

SEGMENT_AND_GEOGRAPHICAL_INFOR2

SEGMENT AND GEOGRAPHICAL INFORMATION (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
	item	Mar. 31, 2013
SEGMENT AND GEOGRAPHICAL INFORMATION	'	'
Number of segments	1	'
Segment and geographical information	'	'
Revenues	$48,241	$50,588
Americas	'	'
Segment and geographical information	'	'
Revenues	24,433	28,845
Europe	'	'
Segment and geographical information	'	'
Revenues	19,781	16,488
Asia Pacific	'	'
Segment and geographical information	'	'
Revenues	$4,027	$5,255

FINANCING_ARRANGEMENTS_AND_LON1

FINANCING ARRANGEMENTS AND LONG-TERM DEBT (Details 2) (USD $)

Mar. 31, 2014

Apr. 26, 2013

Jan. 04, 2011

Jun. 30, 2013

3-May-13

Jun. 30, 2013

Nov. 16, 2007

3-May-13

Mar. 31, 2014

Mar. 19, 2014

3-May-13

Mar. 31, 2014

3-May-13

Mar. 31, 2014

Nov. 25, 2013

Term loan facility

Revolving credit facility

Convertible notes

2007 Credit Agreement

2013 Credit Agreement

International Consulting Acquisition Corp (ICAC)

Compass

Term loan facility

Revolving credit facility

Base Rate

Prime rate

Federal Funds Rate

Eurodollar Rate

Term loan facility

Revolving credit facility

Convertible notes

International Consulting Acquisition Corp (ICAC)

Commencing September 30, 2013

Commencing September 30, 2015

Base Rate

Eurodollar Rate

LIBOR

Base Rate

Eurodollar Rate

Compass

item

FINANCING ARRANGEMENTS AND LONG-TERM DEBT

Maximum borrowing capacity under senior secured credit facility

$95,000,000

$10,000,000

$45,000,000

$25,000,000

Outstanding borrowings

42,500,000

10,000,000

95,000,000

55,000,000

Early termination penalties incurred

Amount of gain (loss) recognized

500,000

-400,000

Term of senior secured credit facility

'5 years

Interest rate basis

'Base Rate

'prime rate

'Federal Funds Rate

'Eurodollar Rate

'Base Rate loans

'Eurodollar loans

'LIBOR

'Base Rate loans

'Eurodollar loans

Applicable margin (as a percent)

0.50%

1.00%

2.50%

3.50%

5.00%

2.50%

3.50%

Permitted acquisition baskets amount

5,000,000

Permitted acquisition baskets amount after increase

10,000,000

Permitted acquisition baskets term amount

15,000,000

Permitted acquisition baskets term amount after increase

40,000,000

Numbers of consecutive quarterly installments in which principal amount is repaid

Principal repayments

843,750

1,125,000

Percentage of proceeds from asset sales used for mandatory repayments of the debt

100.00%

Percentage of net proceeds from issuances of debt and equity used for mandatory repayments of the debt

100.00%

Percentage of net proceeds from insurance recovery and condemnation events used for mandatory repayments of the debt

100.00%

Maximum total leverage ratio

3.5

Minimum notional amount required as a percentage of aggregate outstanding indebtedness other than revolving outstanding for establishment of fixed or maximum interest rate covering

50.00%

Interest rate covering period for specified percentage of notional amount

'3 years

Additional principal repayment due in 2014

2,500,000

Additional principal repayment due in 2015

3,900,000

Issuance of debt

6,300,000

Rate of interest (as a percent)

3.88%

Trigger Event condition related to minimum market price of common stock on the Nasdaq Global market (in dollars per share)

Trigger event condition related to number of consecutive trading days on which market price of common stock exceeds $4 per share on the Nasdaq Global Market

'60 days

Conversion rate

0.25

Written notice period after trigger event, that company need to serve for prepayment of all or portion of the outstanding principal amount of the Notes

'30 days

Amount paid in satisfaction of full of all indebtedness owing by the Company under the Note

650,000

Amount outstanding

1,100,000

Settlement of Compass convertible note

$1,700,000

SUBSEQUENT_EVENT_Details

SUBSEQUENT EVENT (Details) (Subsequent event, CCI, AUD)	0 Months Ended
SUBSEQUENT EVENT (Details) (Subsequent event, CCI, AUD)	Apr. 17, 2014
Subsequent event \| CCI	'
SUBSEQUENT EVENT	'
Cash consideration for specified asset	1,900,000
Cash consideration paid at closing	1,000,000
Cash consideration payable in April 2015	900,000
Minimum earn out payments if certain earnings targets are met	0
Maximum earn out payment if certain earnings targets are met	3,000,000
Number of restricted shares granted	50,000