Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 01, 2019 | Jun. 30, 2018 | |
Document and Entity Information | |||
Entity Registrant Name | Information Services Group Inc. | ||
Entity Central Index Key | 0001371489 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 161,507,918 | ||
Entity Common Stock, Shares Outstanding | 45,799,605 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 18,636 | $ 28,420 |
Accounts receivable and contract assets, net of allowance of $401 and $503, respectively | 75,934 | 70,824 |
Prepaid expenses and other current assets | 3,620 | 4,467 |
Total current assets | 98,190 | 103,711 |
Restricted cash | 89 | 94 |
Furniture, fixtures and equipment, net | 6,636 | 5,229 |
Goodwill | 85,389 | 85,619 |
Intangible assets, net | 20,622 | 25,684 |
Deferred tax assets | 2,944 | 2,521 |
Other assets | 861 | 1,902 |
Total assets | 214,731 | 224,760 |
Current liabilities | ||
Accounts payable | 8,453 | 7,192 |
Current maturities of long-term debt | 8,250 | 15,499 |
Contract liabilities | 6,187 | 8,898 |
Accrued expenses | 17,759 | 21,486 |
Total current liabilities | 40,649 | 53,075 |
Long-term debt, net of current maturities | 89,212 | 98,838 |
Deferred tax liabilities | 1,790 | 1,569 |
Other liabilities | 4,493 | 7,741 |
Total liabilities | 136,144 | 161,223 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued | ||
Common stock, $0.001 par value, 100,000 shares authorized; 45,477 shares issued and 45,430 outstanding at December 31, 2018 and 44,490 shares issued and 43,560 outstanding at December 31, 2017 | 45 | 44 |
Additional paid-in capital | 235,998 | 230,134 |
Treasury stock (47 and 930 common shares, respectively, at cost) | (203) | (3,161) |
Accumulated other comprehensive loss | (7,155) | (5,666) |
Accumulated deficit | (150,098) | (157,814) |
Total stockholders' equity | 78,587 | 63,537 |
Total liabilities and stockholders’ equity | $ 214,731 | $ 224,760 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivables and contract assets, allowances | $ 401,000 | $ 503,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 45,477 | 44,490 |
Common stock, shares outstanding | 45,430 | 43,560 |
Treasury stock, shares | 47 | 930 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Revenues | $ 275,769 | $ 269,554 |
Operating expenses | ||
Direct costs and expenses for advisors | 159,921 | 156,630 |
Selling, general and administrative | 95,400 | 91,046 |
Depreciation and amortization | 7,771 | 12,721 |
Operating income | 12,677 | 9,157 |
Interest income | 116 | 107 |
Interest expense | (6,688) | (6,821) |
Foreign currency transaction gain (loss) | 7 | (343) |
Income before taxes | 6,112 | 2,100 |
Income tax provision | 435 | 4,198 |
Net income (loss) | 5,677 | (2,098) |
Net income attributable to non-controlling interest | 32 | |
Net income (loss) attributable to ISG | $ 5,677 | $ (2,130) |
Weighted average shares outstanding: | ||
Basic (in shares) | 44,673 | 43,025 |
Diluted (in shares) | 46,067 | 43,025 |
Earnings (loss) per share attributable to ISG: | ||
Basic (in dollars per share) | $ 0.13 | $ (0.05) |
Diluted (in dollars per share) | $ 0.12 | $ (0.05) |
Comprehensive income: | ||
Net income (loss) | $ 5,677 | $ (2,098) |
Foreign currency translation, net of tax benefit (expense) of $470 and $(1,270), respectively. | (1,489) | 2,134 |
Comprehensive income: | 4,188 | 36 |
Comprehensive income attributable to non-controlling interest | 32 | |
Comprehensive income attributable to ISG | $ 4,188 | $ 4 |
CONSOLIDATED STATEMENT OF COM_2
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Foreign currency translation, benefit (expense) | $ 470 | $ (1,270) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in-Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Balance at Dec. 31, 2016 | $ 44 | $ 228,692 | $ (8,216) | $ (7,800) | $ (155,684) | $ 57,036 |
Balance (in shares) at Dec. 31, 2016 | 44,203 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
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 | 721 | 721 | ||||
Issuance of common stock for contingent earn-out (in shares) | 287 | |||||
Purchase of non-controlling interest | 488 | 488 | ||||
Stock based compensation | 7,439 | 7,439 | ||||
Balance at Dec. 31, 2017 | $ 44 | 230,134 | (3,161) | (5,666) | (157,814) | $ 63,537 |
Balance (in shares) at Dec. 31, 2017 | 44,490 | 44,490 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income attributable to ISG | 5,677 | $ 5,677 | ||||
Other comprehensive income | (1,489) | (1,489) | ||||
Impact of change in accounting policy | 2,039 | 2,039 | ||||
Equity securities repurchased | (3,063) | (3,063) | ||||
Proceeds from issuance of ESPP | (9) | 833 | 824 | |||
Issuance of treasury shares | (5,188) | 5,188 | ||||
Issuance of common stock for contingent earn-out | 1,200 | 1,200 | ||||
Issuance of common stock for contingent earn-out (in shares) | 290 | |||||
Issuance of common stock | $ 1 | (1) | ||||
Issuance of common stock (in shares) | 697 | |||||
Stock based compensation | 9,862 | 9,862 | ||||
Balance at Dec. 31, 2018 | $ 45 | $ 235,998 | $ (203) | $ (7,155) | $ (150,098) | $ 78,587 |
Balance (in shares) at Dec. 31, 2018 | 45,477 | 45,477 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net income (loss) | $ 5,677 | $ (2,098) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation expense | 2,739 | 3,207 |
Amortization of intangible assets | 5,032 | 9,514 |
Deferred tax (benefit) expense from stock issuances | (202) | 333 |
Amortization of deferred financing costs | 761 | 884 |
Loss on sublease | 578 | |
Stock-based compensation | 9,862 | 7,439 |
Changes in fair value of contingent consideration | 356 | 145 |
Changes in accounts receivable allowance | 231 | 351 |
Deferred tax benefit | (241) | (1,008) |
Loss on disposal of fixed assets | 66 | 19 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable and contract assets | (4,488) | (6,028) |
Prepaid expense and other assets | 885 | 1,545 |
Accounts payable | 879 | (2,381) |
Contract liabilities | (471) | (387) |
Debt issuance costs | (38) | |
Accrued expenses | (1,958) | (631) |
Net cash provided by operating activities | 19,128 | 11,444 |
Cash flows from investing activities | ||
Acquisitions, net of cash acquired | (889) | |
Purchase of furniture, fixtures and equipment | (3,999) | (3,169) |
Net cash used in investing activities | (3,999) | (4,058) |
Cash flows from financing activities | ||
Principal payments on borrowings | (10,637) | (8,540) |
Payment of the Alsbridge Notes | (7,000) | |
Proceeds from issuance of employee stock purchase plan shares | 824 | 672 |
Payment of contingent consideration | (1,200) | (2,665) |
Installment payment for acquisitions | (543) | |
Payments related to tax withholding for stock-based compensation | (2,927) | (2,210) |
Equity securities repurchased | (3,063) | (2,853) |
Net cash used in financing activities | (24,003) | (16,139) |
Effect of exchange rate changes on cash | (915) | 2,285 |
Net decrease in cash, cash equivalents, and restricted cash | (9,789) | (6,468) |
Cash, cash equivalents, and restricted cash, beginning of period | 28,514 | 34,982 |
Cash, cash equivalents, and restricted cash, end of period | 18,725 | 28,514 |
Cash paid for: | ||
Interest | 5,978 | 5,596 |
Taxes, net of refunds | 2,622 | 2,440 |
Non-cash investing and financing activities: | ||
Issuance of treasury stock for vested restricted stock awards | $ 5,188 | $ 7,100 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2018 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIO 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. The Company 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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‑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. 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 revenue recognition guidance for contracts in which controls is transferred to the customer over time affect the amounts of revenues, expenses, contract assets and contract liabilities. 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 and definite lived intangible assets, depreciation expense, fair value assumptions in analyzing goodwill, income taxes and deferred tax asset valuation, and the valuation of stock-based compensation. Business Combinations We have acquired businesses critical to the Company’s long‑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 was recorded as goodwill. Acquisition-related costs are expensed as incurred and recorded in selling, general and administrative expenses. 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 obligations and are not available for general corporate purposes. Accounts Receivable, 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. 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 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. Prepaid Expenses and Other Assets Prepaid expenses and other assets consist primarily of prepaid expenses for insurance, conferences and deposits for facilities, programs and promotion items. Furniture, Fixtures and Equipment, net Furniture, fixtures and equipment is recorded at cost. Depreciation is computed by applying the straight‑line method over the estimated useful life of the assets, which ranges from three to five years. Leasehold improvements are depreciated over the lesser of the useful life of the underlying asset or the lease term, which generally ranges from three 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‑use software and website development costs and records these amounts within furniture, fixtures and equipment. Accounting standards require that certain costs related to the development or purchase of internal‑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‑use software development project be expensed as incurred. During the years ended December 31, 2018 and 2017, the Company capitalized $0.5 million and $1.3 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 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. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit is 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 implied fair value of goodwill is lower than their carrying amounts, an impairment loss is recognized in an amount equal to the difference. Subsequent increases in value are not recognized in the financial statements. 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, if an impairment is identified, an entity should record the goodwill impairment as an amount resulting from the comparison of the fair value of a reporting unit with its carrying amount. There was no impairment of goodwill during the years ended December 31, 2018 and 2017, nor were any indicators identified in 2017 or 2018 that would suggest that it is more likely than not that the Company’s reporting unit is impaired. 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 at the asset group level, which is the lowest level for which identifiable cash flows exist that are separately identifiable from other cash flows. If impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the 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. 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. Debt Issuance Costs Costs directly incurred in obtaining long‑term financing, typically bank and attorney fees, are deferred and are amortized over the life of the related loan using the effective interest method. 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 $0.8 million and $0.9 million for the years ended December 31, 2018 and 2017, respectively. Revenue Recognition We recognize our revenues for the sale of services and products by applying the following five steps: (1) identify the contract with the customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation(s); and (5) recognize revenue when (or as) the company satisfies the performance obligations. We principally derive 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 the level of client involvement. It is our policy to obtain written agreements from clients prior to performing services. 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. In instances where substantive acceptance provisions are specified in customer contracts, revenues are deferred until all acceptance criteria have been met. Revenues for time and materials contracts 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. Revenues related to fixed fee or capped fee contracts are recognized into revenue 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 project, which we consider the best available indicator of the pattern and timing in which contract 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. 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. 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. For managed service implementation contracts, revenue is recognized over time as a percentage of hours incurred to date as compared to the total expected hours of the implementation, consistent with the transfer of control to the customer. 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 it 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 network 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 robotics software licenses and related delivery of consulting services at the same time or within close proximity to one another. Such software-related performance obligations include the sale of software licenses and other software-related services. For software and implementation contracts, revenue associated with the software performance obligation is recognized at the point at which the software is installed, while revenue on the implementation service performance obligation is recognized over the software implementation period as a percentage of hours incurred to date as compared to the total expected hours. When we recognize revenues in advance of billing, those revenues are recorded as contract assets. When we receive cash in advance of completing services or earning revenues, those amounts are recorded as contract liabilities. 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‑reimbursable amounts are expensed as incurred. Reimbursable expenditures totaled $9.8 million and $9.8 million for the years ended December 31, 2018 and 2017, respectively. 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‑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 disclosure requirements for share based payments, including 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 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. 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‑out basis, with any gain on the sale reflected as an adjustment to additional paid‑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 Loss 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‑lived assets, and assets acquired and liabilities assumed in a business combination. 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. During 2018, there were no transfers of our financial assets between Level 1, 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. The following tables summarize assets and liabilities measured at fair value on a recurring basis at the dates indicated: Basis of Fair Value Measurements 12/31/2018 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 315 $ - $ - $ 315 Total $ 315 $ - $ - $ 315 Liabilities: Contingent consideration (1) $ - $ - $ 1,703 $ 1,703 $ - $ - $ 1,703 $ 1,703 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 (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. 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 28.5%. The following table represents the change in the contingent consideration liability during the years ended December 31, 2018 and 2017: Years Ended December 31, 2018 2017 Beginning Balance $ 3,698 $ 6,073 Payments of contingent consideration (2,401) (3,386) Change in value of contingent consideration 356 145 Accretion of contingent consideration 52 826 Unrealized (loss) gain related to currency translation (2) 40 Ending Balance $ 1,703 $ 3,698 The Company’s financial instruments include outstanding borrowings of $99.1 million at December 31, 2018 and $116.7 million at December 31, 2017, 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 is approximately $98.9 million and $116.5 million at December 31, 2018 and 2017, respectively. The fair 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 5.3% to 5.5%. 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. 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 the prescribed model for assessing the financial recognition and measurement of all tax positions taken or expected to be taken in 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. However, with respect to the TCJ Act, given the significance of the change and the time of year in which it was enacted, guidance was provided that enabled companies to recognize the impacts on a provisional basis. As such, we have accounted for the tax effects as a result of the enactment of the TCJ Act as of December 31, 2017 on a provisional basis and have updated our provisional assessment of the tax effects of the TCJ Act during the year ended December 31, 2018. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“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 has less than fifty leases for which a corresponding right to use asset and lease liability of approximately $10.2 million will be recorded on the balance sheet as of January 1, 2019. The adoption of this guidance will not have a material impact on our results of operations and will have no impact on our cash flows. 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 became effective for interim and annual periods beginning after December 15, 2017, and we adopted the guidance as of January 1, 2018. The guidance requires application using a retrospective transition method. The adoption of this guidance by the Company did not have a material impact on our results of operations. In August 2018, the FASB issued an update that modifies the disclosure requirements for fair value measurements by removing, modifying or adding disclosures. The guidance is effective for fiscal year beginning after December 15, 2019 and early adoption is permitted. Certain disclosures in the update are applied retrospectively, while others are applied prospectively. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. In September 2018, the FASB issued new guidance which requires a customer in a cloud computing arrangement to determine which implementation costs to capitalize as assets or expense as incurred. Under the new guidance, capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods, and early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. In November 2018, the FASB issued guidance to clarify that certain transactions between parties to collaborative arrangements should be accounted for in accordance with FASB revenue guidance when the counterparty is a customer. This guidance also prohibits the presentation of collaborative arrangements as revenues from contracts with customers if the counterparty is not a customer. This guidance, which is required to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted, is not expected to have an impact on the Company’s consolidated financial statement. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2018 | |
REVENUE | |
REVENUE | NOTE 3—REVENUE In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASC Topic 606”), “Revenue from Contracts with Customers”. ASC Topic 606 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” (“ASC Topic 605”) and requires the recognition of revenue upon transfer of control of promised services and products to clients in an amount that reflects the consideration we expect to receive in exchange for those services and products. We adopted ASC Topic 606 as of January 1, 2018 using the cumulative catch-up transition method. The most significant changes resulting from the adoption of ASC Topic 606 are as follows: · For software and implementation contracts, revenue recognition on the software component is accelerated to the point at which the software is installed, while revenue on the implementation component is recognized over the software implementation period as a percentage of hours incurred to date as compared to the total expected hours. · For network 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. · For managed service implementation contracts, revenue is recognized over time as a percentage of hours incurred to date as compared to the total expected hours of the implementation. We recognized the cumulative effect of applying the new revenue standard as an adjustment to the opening balance of retained earnings at the beginning of 2018. The comparative information has not been adjusted for the effect of ASC Topic 606 and continues to be reported under the accounting standards in effect for the periods presented. Upon the adoption of ASC Topic 606 on January 1, 2018, we recorded a net increase to opening retained earnings of $2.0 million. The cumulative effect of the changes made to our Condensed Consolidated Balance Sheet as of January 1, 2018 for the adoption of ASC Topic 606 was as follows: As of January 1, 2018 As Previously Reported As Adjusted Under ASC 605 Adjustments for ASC 606 Assets Accounts receivables and contract assets, net of allowance of $503 $ 70,824 $ 1,468 $ 72,292 Prepaid expenses and other current assets $ 4,467 $ (1,071) $ 3,396 Deferred tax assets $ 2,521 $ (549) $ 1,972 Liabilities Contract liabilities $ 8,898 $ (2,418) $ 6,480 Accrued expenses $ 21,486 $ 132 $ 21,618 Deferred tax liabilities $ 1,569 $ 95 $ 1,664 Stockholders' equity Accumulated deficit $ (157,814) $ 2,039 $ (155,775) 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 and products, 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 client and is the unit of account in ASC Topic 606. 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 single performance obligation as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, not distinct. For contracts with multiple performance obligations, including our managed service implementation and software and implementation contract types, the Company allocates the transaction price to each performance obligation using our best estimate of the standalone selling price, or SSP, of each distinct good or service in the contract. As part of our adoption of ASC Topic 606, we used practical expedients permitted by the standard when applicable. These practical expedients included: · applying the new guidance only to contracts that are not completed as of January 1, 2018; · expensing the incremental costs to obtain a contract as incurred when the expected amortization period is one year or less; and · presenting all revenue net of any related sales tax. 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. Estimates were required to determine the SSP for each distinct performance obligation identified within our managed service implementation contracts and software and implementation contracts. Further details of our approach to determining the SSP for each contract type is described below. · For our software and implementation contracts, we had to determine the SSP for both the software license and implementation service performance obligations. For the software license performance obligation, we utilized the adjusted market assessment approach and determined that our listed price of the software licenses generally approximated the SSP. For the implementation service performance obligation, we utilized the residual approach, which resulted in the difference between the total contract value and the software license price in the arrangement being allocated to the implementation service. · For our managed service implementation contracts, we had to determine the SSP for both the managed services and implementation performance obligations. For each performance obligation, we estimated the SSP using the expected cost plus a reasonable profit margin approach, under which we forecasted our expected costs of satisfying a performance obligation and then added an appropriate margin for the distinct service. Adjustments to Financial Statements from the Adoption of Accounting Pronouncements The following table presents the effect of the adoption of ASC Topic 606 on our condensed consolidated balance sheet as of December 31, 2018. December 31, 2018 As Reported Under ASC 606 Adjustments ASC 605 Assets Accounts receivable and contract assets, net of allowance of $401 $ 75,934 $ (3,187) $ 72,747 Prepaid expenses and other current assets $ 3,620 $ 1,557 $ 5,177 Deferred tax assets $ 2,944 $ 549 $ 3,493 Liabilities Contract liabilities $ 6,187 $ 5,647 $ 11,834 Accrued expenses $ 17,759 $ (147) $ 17,612 Deferred tax liabilities $ 1,790 $ (1,162) $ 628 Stockholders' equity Accumulated deficit $ (150,098) $ (5,419) $ (155,517) The following table presents the effect of the adoption of ASC Topic 606 on our condensed consolidated statement of comprehensive income for the year ended December 31, 2018. Year Ended December 31, 2018 As Reported Under ASC 606 Adjustments ASC 605 Revenues $ 275,769 $ (4,949) $ 270,820 Operating expenses Direct costs and expenses for advisors 159,921 (502) 159,419 Selling, general and administrative 95,400 — 95,400 Depreciation and amortization 7,771 — 7,771 Operating income 12,677 (4,447) 8,230 Interest income 116 — 116 Interest expense (6,688) — (6,688) Foreign currency transaction gain 7 — 7 Income before taxes 6,112 (4,447) 1,665 Income tax provision (benefit) 435 (1,067) (632) Net income $ 5,677 $ (3,380) $ 2,297 As of December 31, 2018, the Company had $76.6 million of remaining performance obligations, the majority of which are expected to be satisfied within the next year. Contract Balances The timing of revenue recognition, billings, and cash collections results in billed accounts 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 whole engagement or several amounts for various phases, functions, or milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, we sometimes receive advances or deposits, particularly on our software and implementation contracts, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheet at the end of each reporting period. See the table below for a breakdown of contract assets and contract liabilities. January 1, 2018 December 31, 2018 (as adjusted) Contract assets $ 22,878 $ 18,838 Contract liabilities $ 6,187 $ 6,480 Revenue recognized for the year ended December 31, 2018 that was included in the contract liability balance at January 1, 2018 was $6.2 million and represented primarily revenue from our software and implementation contracts and managed services contracts. Disaggregation of Revenue The following table presents our revenue disaggregated by geographic area for the year ended December 31, 2018. Year Ended Geographic area December 31, 2018 Americas $ 159,108 Europe 95,130 Asia Pacific 21,531 $ 275,769 |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2018 | |
NET INCOME (LOSS) PER COMMON SHARE | |
NET INCOME (LOSS) PER COMMON SHARE | NOTE 4— 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. The following tables set forth the computation of basic and diluted earnings (loss) per share: Years Ended December 31, 2018 2017 Basic: Net income (loss) attributable to ISG $ 5,677 $ (2,130) Weighted average common shares 44,673 43,025 Earnings (loss) per share attributable to ISG $ 0.13 $ (0.05) Diluted: Net income (loss) attributable to ISG $ 5,677 $ (2,130) Basic weighted average common shares 44,673 43,025 Potential common shares 1,394 — Diluted weighted average common shares 46,067 43,025 Diluted earnings (loss) per share attributable to ISG $ 0.12 $ (0.05) |
ACCOUNTS RECEIVABLE AND CONTRAC
ACCOUNTS RECEIVABLE AND CONTRACT ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
ACCOUNTS RECEIVABLE AND CONTRACT ASSETS | |
ACCOUNTS RECEIVABLE AND CONTRACT ASSETS | NOTE 5—ACCOUNTS RECEIVABLE AND CONTRACT ASSETS Accounts receivable and contract assets, net of valuation allowance, consisted of the following: December 31, 2018 2017 Accounts receivable $ 52,935 $ 53,405 Contract assets 22,878 17,271 Receivables from related parties 121 148 $ 75,934 $ 70,824 The Company has $1.3 million of accounts receivable outstanding with a U.S. state government that is greater than one year past due as of December 31, 2018. The Company is currently pursuing these past due receivables and expects that payment will be made within the next year. The company has an enforceable right to payment and satisfied all performance requirements. |
FURNITURE, FIXTURES AND EQUIPME
FURNITURE, FIXTURES AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
FURNITURE, FIXTURES AND EQUIPMENT | |
FURNITURE, FIXTURES AND EQUIPMENT | NOTE 6—FURNITURE, FIXTURES AND EQUIPMENT Furniture, fixtures and equipment consisted of the following: Estimated December 31, Useful Lives 2018 2017 Computer hardware, software and other office equipment to years $ 5,873 $ 6,250 Furniture, fixtures and leasehold improvements to years 4,921 2,715 Internal-use software and development costs to years 7,506 6,969 Accumulated depreciation (11,664) (10,705) $ 6,636 $ 5,229 Depreciation expense was $2.7 million and $3.2 million for the years ended December 31, 2018 and 2017, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE 7—INTANGIBLE ASSETS The carrying amount of intangible assets, net of accumulated amortization and impairment charges, as of December 31, 2018 and 2017 consisted of the following: 2018 Gross Carrying Accumulated Currency Net Book Amount Amortization impact Value Amortizable intangibles: Customer relationships $ $ (60,256) $ (112) $ 13,355 Noncompete agreements (5,812) 1 141 Software 1,500 (1,500) — — Backlog (4,981) (21) — Databases 13,218 (5,908) (184) 7,126 Trademark and trade names (1,250) — — Intangibles $ $ (79,707) $ (316) $ 20,622 2017 Gross Carrying Accumulated Currency Net Book Amount Amortization impact Value Amortizable intangibles: Customer relationships $ $ (55,844) $ (105) $ Noncompete agreements (5,754) 1 Software (1,520) (63) — Backlog (4,981) (21) — Databases (5,475) (98) Trademark and trade names (1,101) — Intangibles $ $ $ $ Amortization expense was $5.0 million and $9.5 million for the years ended December 31, 2018 and 2017, respectively. The estimated future amortization expense subsequent to December 31, 2018, is as follows: 2019 $ 4,022 2020 3,417 2021 2,190 2022 1,731 2023 1,480 Thereafter 7,782 $ 20,622 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2018 | |
GOODWILL | |
GOODWILL | NOTE 8—GOODWILL The changes in the carrying amount of goodwill for the year ended December 31, 2018 and 2017 are as follows: 2018 2017 Balance as of January 1 Goodwill $ 85,786 $ 86,429 Foreign currency impact (167) (489) Net balance as of January 1 85,619 85,940 Adjustment — (643) Foreign currency impact (230) 322 (230) (321) Balance as of December 31 Goodwill 85,786 86,429 Adjustment — (643) Foreign currency impact (397) (167) Net balance as of December 31 $ 85,389 $ 85,619 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2018 | |
ACCRUED EXPENSES | |
ACCRUED EXPENSES | NOTE 9—ACCRUED EXPENSES The components of accrued liabilities at December 31, 2018 and 2017 are as follows: December 31, 2018 2017 Accrued payroll and vacation $ 3,697 $ 7,741 Accrued corporate and payroll related taxes 4,839 4,657 Contingent consideration—current 1,703 2,365 Other 7,520 6,723 $ 17,759 $ 21,486 |
FINANCING ARRANGEMENTS AND LONG
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2018 | |
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | NOTE 10—FINANCING ARRANGEMENTS AND LONG‑TERM DEBT Long‑term debt consists of the following: December 31, 2018 2017 Senior secured credit facility $ 99,113 $ 109,500 Note payable — 7,038 Compass convertible notes — 211 Debt discount — (74) Debt issuance costs (1,651) (2,338) 97,462 114,337 Less current installments on long term debt 8,250 15,499 Long-term debt $ 89,212 $ 98,838 Aggregate annual maturities of debt obligations by calendar year, are as follows: Debt 2019 $ 8,250 2020 11,000 2021 79,863 $ 99,113 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 (the “2016 Credit Agreement”). The material terms under the 2016 Credit Agreement are as follows: Each of 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, 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) 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 installments in the amount of $2,062,500 each, that commenced 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 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, 2018, the total principal outstanding under the term loan facility and revolving credit facility was $95.1 million and $4.0 million, respectively. The effective interest rate for the term loan facility and revolving credit facility as of December 31, 2018 was 5.5% and 5.3%, respectively. 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 accrued interest on the principal amount daily at a rate of 2.0%. At maturity, on September 4, 2018, we paid off the full $7.0 million of principal and $0.2 million of interest outstanding under the Alsbridge Notes. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 11—COMMITMENTS AND CONTINGENCIES The Company is involved in certain legal proceedings arising in the ordinary course of business. Management, after review and consultation with legal counsel, believes the ultimate success of parties of the legal proceedings is remote and the ultimate aggregate liability, if any, resulting from such proceedings will not be material to the financial position of the Company. Employee Retirement Plans For the fiscal years ended December 31, 2018 and 2017, we contributed $2.4 million and $1.5 million, respectively, to the 401(k) plan. Leases The Company leases its office space and office equipment 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 office equipment, leased property and monthly base rent. Aggregate future minimum payments under noncancelable leases with initial or remaining terms of one year or more consist of the following at December 31, 2018: Operating Leases 2019 $ 3,034 2020 2,654 2021 1,808 2022 1,218 2023 925 Thereafter 1,795 Total minimum lease payments $ 11,434 The Company’s rental expense for operating leases was $3.3 million and $3.2 million, in 2018 and 2017, respectively. Saugatuck Contingent Consideration During the year ended December 31, 2018, the Company reversed the remaining $0.3 million contingent consideration liability related to the acquisition of Saugatuck as the related earn-out payment is no longer expected. The Company paid $0.3 million in April 2018 related to 2017 performance, of which 50% was paid with shares of ISG common stock. Experton Contingent Consideration As of December 31, 2018, the Company has recorded a liability of $0.3 million representing the estimated fair value of contingent consideration related to the acquisition of Experton which is classified as current and included in accrued expenses on the consolidated balance sheet. The Company paid $0.5 million in April 2018 related to 2017 performance, of which 50% was paid with shares of ISG common stock. TracePoint Contingent Consideration As of December 31, 2018, the Company has recorded a liability of $1.4 million representing the estimated fair value of contingent consideration related to the acquisition of TracePoint which is classified as current and included in accrued expenses on the consolidated balance sheet. The Company paid $1.6 million in April 2018 related to 2017 performance, of which 50% was paid with shares of ISG common stock. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 12—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 million as of December 31, 2018 and 2017, respectively, and no outstanding payables. These transactions related to personal withholding taxes paid on behalf of expatriate employees. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES | |
INCOME TAXES | NOTE 13—INCOME TAXES The components of income before income taxes for the years ended December 31, 2018 and 2017 consists of the following: Years Ended December 31, 2018 2017 Domestic $ (6,998) $ (6,981) Foreign 13,110 9,081 Total income before income taxes $ 6,112 $ 2,100 The components of the 2018 and 2017 income tax provision are as follows: Years Ended December 31, 2018 2017 Current: Federal $ (3,378) $ 1,259 State 575 608 Foreign 3,681 3,006 Total current provision 878 4,873 Deferred: Federal (268) (268) State (237) (297) Foreign 62 (110) Total deferred benefit (443) (675) Total $ 435 $ 4,198 The differences between the effective tax rates reflected in the total provision for income taxes and the U.S. federal statutory rate of 21% for the year ended December 31, 2018 and 35% for the year ended December 31, 2017 were as follows: Years Ended December 31, 2018 2017 Tax provision computed at 21% in 2018 and 35% in 2017 $ 1,284 $ 735 Nondeductible expenses 372 445 State income taxes, net of federal benefit 239 94 Tax impact of foreign operations 1,941 602 Valuation allowances release (2,238) (344) Net increase (decrease) of uncertain tax positions (1) (2,818) 389 Tax law change impact on deferred taxes — 1,471 Tax law change impact on transition tax 1,642 601 Other 13 205 Income tax provision $ 435 $ 4,198 Effective income tax rates 7.1 % 199.9 % ________________________________________ (1) During the years ended December 31, 2018 and 2017, the Company reversed an unrealized tax benefit liability of $0.9 million and $0.5 million, respectively, established at the time of the acquisition of Alsbridge. An associated tax indemnity receivable was also reversed and recorded in selling, general and administrative expense. On December 22, 2017, the Tax Cuts and Jobs Act was enacted. The company completed its evaluation of the impact of the new law in the fourth quarter of 2018 and recognized an additional deferred tax liability and tax expense of $1.6 million associated with repatriation of unremitted foreign earnings as required under the new tax law (“transition tax”). The company recorded this amount consistent with its indefinite reinvestment assertion. On January 15, 2019, the IRS finalized regulations that govern the transition tax. We are in the process of analyzing these regulations. We do not expect any material impact to our financial statements as a consequence of the final regulations. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows: December 31, 2018 2017 Noncurrent deferred tax asset Compensation related expenses $ 2,441 $ 2,138 Foreign currency translation 2,491 2,020 U.S. foreign tax credit carryovers 811 1,478 Foreign net operating loss carryovers 5,482 6,208 Accruals and reserves 814 686 Other 442 475 Valuation allowance for deferred tax assets (4,209) (6,543) Total noncurrent deferred tax asset 8,272 6,462 Noncurrent deferred tax liability Depreciable assets (486) (277) Prepaids (426) (481) Intangible assets (1,436) (2,040) Investment in foreign subsidiaries (2,975) (1,143) Foreign earnings distribution taxes (1,439) (1,119) Foreign intangibles and reserves (356) (450) Total noncurrent deferred tax liability (7,118) (5,510) Net noncurrent deferred tax asset 1,154 952 Net deferred tax asset $ 1,154 $ 952 A valuation allowance was established at December 31, 2018 and 2017 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, 2018 and 2017 also includes a full valuation for the Company’s foreign tax credit carryovers and foreign taxes on its controlled foreign corporation. 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‑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‑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‑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. A tabular reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period is as follows: December 31, 2018 2017 Balance, beginning of year $ 4,050 $ 3,033 Additions as a result of tax positions taken during the current period 145 774 Reductions as a result of tax positions taken during the current period (1,295) — Additions as a result of tax positions taken during a prior period — 630 Reductions as a result of lapse of statute (1,425) (387) Balance, end of year $ 1,475 $ 4,050 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 $0.8 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 $1.5 million. With few exceptions, the Company is no longer subject to U.S. federal, state, local, or non‑U.S. income tax examinations by tax authorities for years before 2011. |
STOCK BASED COMPENSATION PLANS
STOCK BASED COMPENSATION PLANS | 12 Months Ended |
Dec. 31, 2018 | |
STOCK BASED COMPENSATION PLANS | |
STOCK BASED COMPENSATION PLANS | NOTE 14—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 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, 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 5,300,000 shares (the “Incentive Plan Amendment”). As of December 31, 2018, there were 3,628,021 and 440,304 shares available for grant under the amended and restated Incentive Plan and ESPP, respectively. The Company recognized $9.9 million and $7.4 million in employee stock‑based compensation expense during the years ended December 31, 2018 and 2017, 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 Shares 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 termination of employment due to 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. The Company also granted RSUs to specific employees which have the following characteristics: Performance‑Based RSU Vesting (EBITDA): 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. 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 by the Company after 50% of the relevant period has elapsed, then the RSUs will vest pro rata based on the period of time worked relative to such period. However, no shares will be distributed until the applicable pro rata vesting date (and, in the case of the Performance‑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‑line basis over the vesting period. There have 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, 2018 and changes during the years then ended, is presented below: Weighted- Average Grant Date RSU Fair Value 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 Granted 2,967 $ 4.14 Vested (2,104) $ 3.68 Forfeited (262) $ 4.13 Non-vested at December 31, 2018 4,757 $ 3.98 The total fair value of RSUs vested during the years ended December 31, 2018 and 2017 was $7.7 million and $6.9 million, respectively. As of December 31, 2018, there was $10.0 million of unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted‑average period of 2.0 years. Employee Stock Purchase Plan The Company uses the Black‑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 1.2 million shares of Common Stock are reserved for issuance under the plan. The ESPP, which is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code, is implemented utilizing three-month offerings with purchases occurring at three-month intervals. The ESPP administration is overseen by the Company’s Compensation Committee. 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 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 Stock purchased under the ESPP is 90% of the fair market value of the Common Stock on the applicable purchase date. Employees may end their participation in an offering at any time during the offering period, and participation ends 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, 2018, the Company issued 212,436 shares for the ESPP. There were 440,304 shares available for purchase at December 31, 2018 under the ESPP. |
SEGMENT AND GEOGRAPHICAL INFORM
SEGMENT AND GEOGRAPHICAL INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
SEGMENT AND GEOGRAPHICAL INFORMATION | |
SEGMENT AND GEOGRAPHICAL INFORMATION | NOTE 15—SEGMENT AND GEOGRAPHICAL INFORMATION The Company operates in one segment, fact‑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: Years Ended December 31, 2018 2017 Revenues Americas (1) $ 159,108 $ 161,845 Europe (2) 95,130 82,910 Asia Pacific (3) 21,531 24,799 $ 275,769 $ 269,554 Fixed assets Americas $ 5,319 $ 3,495 Europe 1,162 1,390 Asia Pacific 155 344 $ 6,636 $ 5,229 (1) Substantially all relates to operations in the United States. (2) Includes revenues from operations in Germany of $47.2 million and $40.0 million in 2018 and 2017, respectively. Includes revenues from operations in the United Kingdom of $18.6 million and $14.8 million in 2018 and 2017, respectively. (3) Includes revenues from operations in Australia of $17.8 million and $18.6 million in 2018 and 2017, 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. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2018 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | INFORMATION SERVICES GROUP, INC. SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (in thousands) Balance at Charges to Balance at Beginning Costs and Additions/ End of Description of Period Expenses (Deductions) Period Year ended December 31, 2018 Allowance for doubtful accounts $ 503 231 (333) $ 401 Allowance for tax valuation $ 6,543 (2,850) 516 $ 4,209 Year ended December 31, 2017 Allowance for doubtful accounts $ 494 351 (342) $ 503 Allowance for tax valuation $ 6,802 572 (831) $ 6,543 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its 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. |
Use of Estimates | 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 revenue recognition guidance for contracts in which controls is transferred to the customer over time affect the amounts of revenues, expenses, contract assets and contract liabilities. 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 and definite lived intangible assets, depreciation expense, fair value assumptions in analyzing goodwill, income taxes and deferred tax asset valuation, and the valuation of stock-based compensation. |
Business Combinations | Business Combinations We have acquired businesses critical to the Company’s long‑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 was recorded as goodwill. Acquisition-related costs are expensed as incurred and recorded in selling, general and administrative expenses. |
Cash and Cash Equivalents | 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 Restricted cash consists of cash and cash equivalents which the Company has committed to fulfill certain obligations and are not available for general corporate purposes. |
Accounts Receivable, Contract Assets and Allowance for Doubtful Accounts | Accounts Receivable, 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. 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 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. |
Prepaid Expenses and Other Assets | Prepaid Expenses and Other Assets Prepaid expenses and other assets consist primarily of prepaid expenses for insurance, conferences and deposits for facilities, programs and promotion items. |
Furniture, Fixtures and Equipment, net | Furniture, Fixtures and Equipment, net Furniture, fixtures and equipment is recorded at cost. Depreciation is computed by applying the straight‑line method over the estimated useful life of the assets, which ranges from three to five years. Leasehold improvements are depreciated over the lesser of the useful life of the underlying asset or the lease term, which generally ranges from three 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 | Internal‑Use Software and Website Development Costs The Company capitalizes internal‑use software and website development costs and records these amounts within furniture, fixtures and equipment. Accounting standards require that certain costs related to the development or purchase of internal‑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‑use software development project be expensed as incurred. During the years ended December 31, 2018 and 2017, the Company capitalized $0.5 million and $1.3 million, respectively, of costs associated with system and website development. |
Goodwill | 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 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. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit is 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 implied fair value of goodwill is lower than their carrying amounts, an impairment loss is recognized in an amount equal to the difference. Subsequent increases in value are not recognized in the financial statements. 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, if an impairment is identified, an entity should record the goodwill impairment as an amount resulting from the comparison of the fair value of a reporting unit with its carrying amount. There was no impairment of goodwill during the years ended December 31, 2018 and 2017, nor were any indicators identified in 2017 or 2018 that would suggest that it is more likely than not that the Company’s reporting unit is impaired. |
Long-Lived Assets | 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 at the asset group level, which is the lowest level for which identifiable cash flows exist that are separately identifiable from other cash flows. If impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the 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. 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. |
Debt Issuance Costs | Debt Issuance Costs Costs directly incurred in obtaining long‑term financing, typically bank and attorney fees, are deferred and are amortized over the life of the related loan using the effective interest method. 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 $0.8 million and $0.9 million for the years ended December 31, 2018 and 2017, respectively. |
Revenue Recognition | Revenue Recognition We recognize our revenues for the sale of services and products by applying the following five steps: (1) identify the contract with the customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation(s); and (5) recognize revenue when (or as) the company satisfies the performance obligations. We principally derive 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 the level of client involvement. It is our policy to obtain written agreements from clients prior to performing services. 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. In instances where substantive acceptance provisions are specified in customer contracts, revenues are deferred until all acceptance criteria have been met. Revenues for time and materials contracts 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. Revenues related to fixed fee or capped fee contracts are recognized into revenue 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 project, which we consider the best available indicator of the pattern and timing in which contract 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. 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. 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. For managed service implementation contracts, revenue is recognized over time as a percentage of hours incurred to date as compared to the total expected hours of the implementation, consistent with the transfer of control to the customer. 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 it 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 network 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 robotics software licenses and related delivery of consulting services at the same time or within close proximity to one another. Such software-related performance obligations include the sale of software licenses and other software-related services. For software and implementation contracts, revenue associated with the software performance obligation is recognized at the point at which the software is installed, while revenue on the implementation service performance obligation is recognized over the software implementation period as a percentage of hours incurred to date as compared to the total expected hours. When we recognize revenues in advance of billing, those revenues are recorded as contract assets. When we receive cash in advance of completing services or earning revenues, those amounts are recorded as contract liabilities. |
Reimbursable Expenditures | 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‑reimbursable amounts are expensed as incurred. Reimbursable expenditures totaled $9.8 million and $9.8 million for the years ended December 31, 2018 and 2017, respectively. |
Direct Costs and Expenses for Advisors | 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-Based Compensation | 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 disclosure requirements for share based payments, including the measurement and recognition of all share-based compensation under the fair value method. |
Concentration of Credit Risk | 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 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 | 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. 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‑out basis, with any gain on the sale reflected as an adjustment to additional paid‑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 | 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 Loss in the accompanying consolidated statement of comprehensive income. |
Fair Value of Financial Instruments | 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‑lived assets, and assets acquired and liabilities assumed in a business combination. 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. During 2018, there were no transfers of our financial assets between Level 1, 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. The following tables summarize assets and liabilities measured at fair value on a recurring basis at the dates indicated: Basis of Fair Value Measurements 12/31/2018 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 315 $ - $ - $ 315 Total $ 315 $ - $ - $ 315 Liabilities: Contingent consideration (1) $ - $ - $ 1,703 $ 1,703 $ - $ - $ 1,703 $ 1,703 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 (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. 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 28.5%. The following table represents the change in the contingent consideration liability during the years ended December 31, 2018 and 2017: Years Ended December 31, 2018 2017 Beginning Balance $ 3,698 $ 6,073 Payments of contingent consideration (2,401) (3,386) Change in value of contingent consideration 356 145 Accretion of contingent consideration 52 826 Unrealized (loss) gain related to currency translation (2) 40 Ending Balance $ 1,703 $ 3,698 The Company’s financial instruments include outstanding borrowings of $99.1 million at December 31, 2018 and $116.7 million at December 31, 2017, 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 is approximately $98.9 million and $116.5 million at December 31, 2018 and 2017, respectively. The fair 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 5.3% to 5.5%. 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. |
Income Taxes | 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 the prescribed model for assessing the financial recognition and measurement of all tax positions taken or expected to be taken in 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. However, with respect to the TCJ Act, given the significance of the change and the time of year in which it was enacted, guidance was provided that enabled companies to recognize the impacts on a provisional basis. As such, we have accounted for the tax effects as a result of the enactment of the TCJ Act as of December 31, 2017 on a provisional basis and have updated our provisional assessment of the tax effects of the TCJ Act during the year ended December 31, 2018. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“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 has less than fifty leases for which a corresponding right to use asset and lease liability of approximately $10.2 million will be recorded on the balance sheet as of January 1, 2019. The adoption of this guidance will not have a material impact on our results of operations and will have no impact on our cash flows. 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 became effective for interim and annual periods beginning after December 15, 2017, and we adopted the guidance as of January 1, 2018. The guidance requires application using a retrospective transition method. The adoption of this guidance by the Company did not have a material impact on our results of operations. In August 2018, the FASB issued an update that modifies the disclosure requirements for fair value measurements by removing, modifying or adding disclosures. The guidance is effective for fiscal year beginning after December 15, 2019 and early adoption is permitted. Certain disclosures in the update are applied retrospectively, while others are applied prospectively. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. In September 2018, the FASB issued new guidance which requires a customer in a cloud computing arrangement to determine which implementation costs to capitalize as assets or expense as incurred. Under the new guidance, capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods, and early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. In November 2018, the FASB issued guidance to clarify that certain transactions between parties to collaborative arrangements should be accounted for in accordance with FASB revenue guidance when the counterparty is a customer. This guidance also prohibits the presentation of collaborative arrangements as revenues from contracts with customers if the counterparty is not a customer. This guidance, which is required to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted, is not expected to have an impact on the Company’s consolidated financial statement. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of assets and liabilities measured at fair value on a recurring basis | Basis of Fair Value Measurements 12/31/2018 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 315 $ - $ - $ 315 Total $ 315 $ - $ - $ 315 Liabilities: Contingent consideration (1) $ - $ - $ 1,703 $ 1,703 $ - $ - $ 1,703 $ 1,703 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 (1) The short-term portion is included in “accrued expenses.” The long-term portion is included in “Other liabilities.” |
Schedule of change in the contingent consideration liability | Years Ended December 31, 2018 2017 Beginning Balance $ 3,698 $ 6,073 Payments of contingent consideration (2,401) (3,386) Change in value of contingent consideration 356 145 Accretion of contingent consideration 52 826 Unrealized (loss) gain related to currency translation (2) 40 Ending Balance $ 1,703 $ 3,698 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Schedule of contract assets and liabilities | January 1, 2018 December 31, 2018 (as adjusted) Contract assets $ 22,878 $ 18,838 Contract liabilities $ 6,187 $ 6,480 |
Schedule of disaggregation of revenue | Year Ended Geographic area December 31, 2018 Americas $ 159,108 Europe 95,130 Asia Pacific 21,531 $ 275,769 |
ASU 2014-09 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Schedule of effect of the adoption of Accounting Standards Update | The cumulative effect of the changes made to our Condensed Consolidated Balance Sheet as of January 1, 2018 for the adoption of ASC Topic 606 was as follows: As of January 1, 2018 As Previously Reported As Adjusted Under ASC 605 Adjustments for ASC 606 Assets Accounts receivables and contract assets, net of allowance of $503 $ 70,824 $ 1,468 $ 72,292 Prepaid expenses and other current assets $ 4,467 $ (1,071) $ 3,396 Deferred tax assets $ 2,521 $ (549) $ 1,972 Liabilities Contract liabilities $ 8,898 $ (2,418) $ 6,480 Accrued expenses $ 21,486 $ 132 $ 21,618 Deferred tax liabilities $ 1,569 $ 95 $ 1,664 Stockholders' equity Accumulated deficit $ (157,814) $ 2,039 $ (155,775) The following table presents the effect of the adoption of ASC Topic 606 on our condensed consolidated balance sheet as of December 31, 2018. December 31, 2018 As Reported Under ASC 606 Adjustments ASC 605 Assets Accounts receivable and contract assets, net of allowance of $401 $ 75,934 $ (3,187) $ 72,747 Prepaid expenses and other current assets $ 3,620 $ 1,557 $ 5,177 Deferred tax assets $ 2,944 $ 549 $ 3,493 Liabilities Contract liabilities $ 6,187 $ 5,647 $ 11,834 Accrued expenses $ 17,759 $ (147) $ 17,612 Deferred tax liabilities $ 1,790 $ (1,162) $ 628 Stockholders' equity Accumulated deficit $ (150,098) $ (5,419) $ (155,517) The following table presents the effect of the adoption of ASC Topic 606 on our condensed consolidated statement of comprehensive income for the year ended December 31, 2018. Year Ended December 31, 2018 As Reported Under ASC 606 Adjustments ASC 605 Revenues $ 275,769 $ (4,949) $ 270,820 Operating expenses Direct costs and expenses for advisors 159,921 (502) 159,419 Selling, general and administrative 95,400 — 95,400 Depreciation and amortization 7,771 — 7,771 Operating income 12,677 (4,447) 8,230 Interest income 116 — 116 Interest expense (6,688) — (6,688) Foreign currency transaction gain 7 — 7 Income before taxes 6,112 (4,447) 1,665 Income tax provision (benefit) 435 (1,067) (632) Net income $ 5,677 $ (3,380) $ 2,297 |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
NET INCOME (LOSS) PER COMMON SHARE | |
Schedule of computation of basic and diluted earnings (loss) per share | Years Ended December 31, 2018 2017 Basic: Net income (loss) attributable to ISG $ 5,677 $ (2,130) Weighted average common shares 44,673 43,025 Earnings (loss) per share attributable to ISG $ 0.13 $ (0.05) Diluted: Net income (loss) attributable to ISG $ 5,677 $ (2,130) Basic weighted average common shares 44,673 43,025 Potential common shares 1,394 — Diluted weighted average common shares 46,067 43,025 Diluted earnings (loss) per share attributable to ISG $ 0.12 $ (0.05) |
ACCOUNTS RECEIVABLE AND CONTR_2
ACCOUNTS RECEIVABLE AND CONTRACT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
ACCOUNTS RECEIVABLE AND CONTRACT ASSETS | |
Schedule of accounts receivable and contract assets, net of valuation allowance | December 31, 2018 2017 Accounts receivable $ 52,935 $ 53,405 Contract assets 22,878 17,271 Receivables from related parties 121 148 $ 75,934 $ 70,824 |
FURNITURE, FIXTURES AND EQUIP_2
FURNITURE, FIXTURES AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
FURNITURE, FIXTURES AND EQUIPMENT | |
Schedule of furniture, fixtures and equipment | Estimated December 31, Useful Lives 2018 2017 Computer hardware, software and other office equipment to years $ 5,873 $ 6,250 Furniture, fixtures and leasehold improvements to years 4,921 2,715 Internal-use software and development costs to years 7,506 6,969 Accumulated depreciation (11,664) (10,705) $ 6,636 $ 5,229 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
INTANGIBLE ASSETS | |
Schedule of carrying amount of intangible assets, net of accumulated amortization and impairment charges | 2018 Gross Carrying Accumulated Currency Net Book Amount Amortization impact Value Amortizable intangibles: Customer relationships $ $ (60,256) $ (112) $ 13,355 Noncompete agreements (5,812) 1 141 Software 1,500 (1,500) — — Backlog (4,981) (21) — Databases 13,218 (5,908) (184) 7,126 Trademark and trade names (1,250) — — Intangibles $ $ (79,707) $ (316) $ 20,622 2017 Gross Carrying Accumulated Currency Net Book Amount Amortization impact Value Amortizable intangibles: Customer relationships $ $ (55,844) $ (105) $ Noncompete agreements (5,754) 1 Software (1,520) (63) — Backlog (4,981) (21) — Databases (5,475) (98) Trademark and trade names (1,101) — Intangibles $ $ $ $ |
Schedule of estimated future amortization expense | 2019 $ 4,022 2020 3,417 2021 2,190 2022 1,731 2023 1,480 Thereafter 7,782 $ 20,622 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
GOODWILL | |
Schedule of changes in the carrying amount of goodwill | 2018 2017 Balance as of January 1 Goodwill $ 85,786 $ 86,429 Foreign currency impact (167) (489) Net balance as of January 1 85,619 85,940 Adjustment — (643) Foreign currency impact (230) 322 (230) (321) Balance as of December 31 Goodwill 85,786 86,429 Adjustment — (643) Foreign currency impact (397) (167) Net balance as of December 31 $ 85,389 $ 85,619 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
ACCRUED EXPENSES | |
Schedule of components of accrued liabilities | December 31, 2018 2017 Accrued payroll and vacation $ 3,697 $ 7,741 Accrued corporate and payroll related taxes 4,839 4,657 Contingent consideration—current 1,703 2,365 Other 7,520 6,723 $ 17,759 $ 21,486 |
FINANCING ARRANGEMENTS AND LO_2
FINANCING ARRANGEMENTS AND LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |
Schedule of long-term debt | December 31, 2018 2017 Senior secured credit facility $ 99,113 $ 109,500 Note payable — 7,038 Compass convertible notes — 211 Debt discount — (74) Debt issuance costs (1,651) (2,338) 97,462 114,337 Less current installments on long term debt 8,250 15,499 Long-term debt $ 89,212 $ 98,838 |
Schedule of aggregate annual maturities of debt obligations by calendar year | Debt 2019 $ 8,250 2020 11,000 2021 79,863 $ 99,113 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of aggregate future minimum payments under noncancelable leases | Operating Leases 2019 $ 3,034 2020 2,654 2021 1,808 2022 1,218 2023 925 Thereafter 1,795 Total minimum lease payments $ 11,434 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES | |
Schedule of the components of income before income taxes | Years Ended December 31, 2018 2017 Domestic $ (6,998) $ (6,981) Foreign 13,110 9,081 Total income before income taxes $ 6,112 $ 2,100 |
Schedule of the components of income tax provision | Years Ended December 31, 2018 2017 Current: Federal $ (3,378) $ 1,259 State 575 608 Foreign 3,681 3,006 Total current provision 878 4,873 Deferred: Federal (268) (268) State (237) (297) Foreign 62 (110) Total deferred benefit (443) (675) Total $ 435 $ 4,198 |
Schedule of the differences between the effective tax rates reflected in the total provision for income taxes and the U.S. federal statutory rate | Years Ended December 31, 2018 2017 Tax provision computed at 21% in 2018 and 35% in 2017 $ 1,284 $ 735 Nondeductible expenses 372 445 State income taxes, net of federal benefit 239 94 Tax impact of foreign operations 1,941 602 Valuation allowances release (2,238) (344) Net increase (decrease) of uncertain tax positions (1) (2,818) 389 Tax law change impact on deferred taxes — 1,471 Tax law change impact on transition tax 1,642 601 Other 13 205 Income tax provision $ 435 $ 4,198 Effective income tax rates 7.1 % 199.9 % ________________________________________ (1) During the years ended December 31, 2018 and 2017, the Company reversed an unrealized tax benefit liability of $0.9 million and $0.5 million, respectively, established at the time of the acquisition of Alsbridge. An associated tax indemnity receivable was also reversed and recorded in selling, general and administrative expense. |
Schedule of significant portions of the deferred tax assets and liabilities due to the tax effects of temporary differences | December 31, 2018 2017 Noncurrent deferred tax asset Compensation related expenses $ 2,441 $ 2,138 Foreign currency translation 2,491 2,020 U.S. foreign tax credit carryovers 811 1,478 Foreign net operating loss carryovers 5,482 6,208 Accruals and reserves 814 686 Other 442 475 Valuation allowance for deferred tax assets (4,209) (6,543) Total noncurrent deferred tax asset 8,272 6,462 Noncurrent deferred tax liability Depreciable assets (486) (277) Prepaids (426) (481) Intangible assets (1,436) (2,040) Investment in foreign subsidiaries (2,975) (1,143) Foreign earnings distribution taxes (1,439) (1,119) Foreign intangibles and reserves (356) (450) Total noncurrent deferred tax liability (7,118) (5,510) Net noncurrent deferred tax asset 1,154 952 Net deferred tax asset $ 1,154 $ 952 |
Schedule of reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period | December 31, 2018 2017 Balance, beginning of year $ 4,050 $ 3,033 Additions as a result of tax positions taken during the current period 145 774 Reductions as a result of tax positions taken during the current period (1,295) — Additions as a result of tax positions taken during a prior period — 630 Reductions as a result of lapse of statute (1,425) (387) Balance, end of year $ 1,475 $ 4,050 |
STOCK BASED COMPENSATION PLANS
STOCK BASED COMPENSATION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
STOCK BASED COMPENSATION PLANS | |
Summary of the status of the Company's RSUs issued under its Incentive Plan | Weighted- Average Grant Date RSU Fair Value 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 Granted 2,967 $ 4.14 Vested (2,104) $ 3.68 Forfeited (262) $ 4.13 Non-vested at December 31, 2018 4,757 $ 3.98 |
SEGMENT AND GEOGRAPHICAL INFO_2
SEGMENT AND GEOGRAPHICAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
SEGMENT AND GEOGRAPHICAL INFORMATION | |
Schedule of geographical revenue information for the segment | Years Ended December 31, 2018 2017 Revenues Americas (1) $ 159,108 $ 161,845 Europe (2) 95,130 82,910 Asia Pacific (3) 21,531 24,799 $ 275,769 $ 269,554 Fixed assets Americas $ 5,319 $ 3,495 Europe 1,162 1,390 Asia Pacific 155 344 $ 6,636 $ 5,229 (1) Substantially all relates to operations in the United States. (2) Includes revenues from operations in Germany of $47.2 million and $40.0 million in 2018 and 2017, respectively. Includes revenues from operations in the United Kingdom of $18.6 million and $14.8 million in 2018 and 2017, respectively. (3) Includes revenues from operations in Australia of $17.8 million and $18.6 million in 2018 and 2017, respectively. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Furniture, Fixtures and Equipment, net to Reimbursable Expenditures (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Internal-Use Software and Website Development Costs | ||
Capitalized costs associated with system and website development | $ 500,000 | $ 1,300,000 |
Goodwill | ||
Impairment of goodwill | 0 | 0 |
Debt Issuance Costs | ||
Amortization of debt issuance costs | $ 761,000 | 884,000 |
Revenue Recognition | ||
Notice period to terminate agreements early due to breach or for convenience | 30 days | |
Reimbursable Expenditures | ||
Reimbursable expenditures | $ 9,800,000 | $ 9,800,000 |
Minimum | ||
Revenue Recognition | ||
Term of provisions | 6 months | |
Maximum | ||
Revenue Recognition | ||
Term of provisions | 12 months | |
Furniture Fixtures And Equipment | Minimum | ||
Furniture, Fixtures and Equipment, net | ||
Estimated useful life of assets | 3 years | |
Furniture Fixtures And Equipment | Maximum | ||
Furniture, Fixtures and Equipment, net | ||
Estimated useful life of assets | 5 years | |
Leasehold Improvements | Minimum | ||
Furniture, Fixtures and Equipment, net | ||
Estimated useful life of assets | 3 years | |
Leasehold Improvements | Maximum | ||
Furniture, Fixtures and Equipment, net | ||
Estimated useful life of assets | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2018 | |
Employees | |
Stock-Based Compensation | |
Award vesting period | 4 years |
Directors | |
Stock-Based Compensation | |
Award vesting period | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Fair Value of Financial Instruments | ||||
Transfers of financial assets between Level 1 and Level 2 | $ 0 | |||
Transfers of financial assets between Level 2 and Level 1 | 0 | |||
Transfers of financial assets into Level 3 | $ 0 | |||
Transfers of financial assets out of Level 3 | 0 | |||
Liabilities: | ||||
Contingent consideration | 3,698,000 | $ 6,073,000 | 1,703,000 | $ 3,698,000 |
Change in the contingent consideration liability | ||||
Beginning Balance | 3,698,000 | 6,073,000 | ||
Payment of contingent consideration | (2,401,000) | (3,386,000) | ||
Change in value of contingent consideration | 356,000 | 145,000 | ||
Accretion of contingent consideration | 52,000 | 826,000 | ||
Unrealized (loss) gain related to currency translation | (2,000) | 40,000 | ||
Ending Balance | 1,703,000 | 3,698,000 | ||
Outstanding borrowings | 99,113,000 | 116,700,000 | ||
Fair value of outstanding borrowing | $ 98,900,000 | 116,500,000 | ||
Debt instrument, valuation technique, extensible list | us-gaap:ValuationTechniqueDiscountedCashFlowMember | |||
Debt instrument, measurement input, extensible list | us-gaap:MeasurementInputDiscountRateMember | |||
Minimum | ||||
Liabilities: | ||||
Contingent consideration, measurement input | 0.145 | |||
Change in the contingent consideration liability | ||||
Debt instrument, measurement input | 0.053 | |||
Maximum | ||||
Liabilities: | ||||
Contingent consideration, measurement input | 0.285 | |||
Change in the contingent consideration liability | ||||
Debt instrument, measurement input | 0.055 | |||
Level 3 | ||||
Liabilities: | ||||
Contingent consideration, valuation technique extensible list | us-gaap:IncomeApproachValuationTechniqueMember | |||
Contingent consideration, measurement input Contingent consideration, measurement input | us-gaap:MeasurementInputDiscountRateMember | |||
Recurring | ||||
Assets: | ||||
Cash equivalents | $ 315,000 | 303,000 | ||
Total | 315,000 | 303,000 | ||
Liabilities: | ||||
Contingent consideration | 3,698,000 | 3,698,000 | 1,703,000 | 3,698,000 |
Total | 1,703,000 | 3,698,000 | ||
Change in the contingent consideration liability | ||||
Beginning Balance | 3,698,000 | |||
Ending Balance | 1,703,000 | 3,698,000 | ||
Recurring | Level 1 | ||||
Assets: | ||||
Cash equivalents | 315,000 | 303,000 | ||
Total | 315,000 | 303,000 | ||
Recurring | Level 3 | ||||
Liabilities: | ||||
Contingent consideration | 3,698,000 | 3,698,000 | 1,703,000 | 3,698,000 |
Total | $ 1,703,000 | $ 3,698,000 | ||
Change in the contingent consideration liability | ||||
Beginning Balance | 3,698,000 | |||
Ending Balance | $ 1,703,000 | $ 3,698,000 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
U.S. federal corporate income tax rate (as a percent) | 21.00% | 35.00% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently Issued Accounting Pronouncements (Details) - ASU 2016-02 - Forecast adjustment $ in Millions | Jan. 01, 2019USD ($)property |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Right to use asset | $ 10.2 |
Leases liability | $ 10.1 |
Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Number of leases | property | 50 |
REVENUE - Effect on Balance She
REVENUE - Effect on Balance Sheet (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Revenue | |||
Net increase to opening retained earnings | $ 2,039,000 | ||
Assets | |||
Accounts receivables and contract assets, net of allowance | 75,934,000 | $ 72,292,000 | $ 70,824,000 |
Prepaid expenses and other current assets | 3,620,000 | 3,396,000 | 4,467,000 |
Deferred tax assets | 2,944,000 | 1,972,000 | 2,521,000 |
Liabilities | |||
Contract liabilities | 6,187,000 | 6,480,000 | 8,898,000 |
Accrued expenses | 17,759,000 | 21,618,000 | 21,486,000 |
Deferred tax liabilities | 1,790,000 | 1,664,000 | 1,569,000 |
Stockholders' equity | |||
Accumulated deficit | (150,098,000) | (155,775,000) | (157,814,000) |
Accounts receivables and contract assets, allowances | $ 401,000 | 503,000 | $ 503,000 |
Practical expedient incremental costs to obtain a contract | true | ||
As Previously Reported Under ASC 605 | ASU 2014-09 | |||
Assets | |||
Accounts receivables and contract assets, net of allowance | $ 72,747,000 | 70,824,000 | |
Prepaid expenses and other current assets | 5,177,000 | 4,467,000 | |
Deferred tax assets | 3,493,000 | 2,521,000 | |
Liabilities | |||
Contract liabilities | 11,834,000 | 8,898,000 | |
Accrued expenses | 17,612,000 | 21,486,000 | |
Deferred tax liabilities | 628,000 | 1,569,000 | |
Stockholders' equity | |||
Accumulated deficit | (155,517,000) | (157,814,000) | |
Adjustments | ASU 2014-09 | |||
Assets | |||
Accounts receivables and contract assets, net of allowance | (3,187,000) | 1,468,000 | |
Prepaid expenses and other current assets | 1,557,000 | (1,071,000) | |
Deferred tax assets | 549,000 | (549,000) | |
Liabilities | |||
Contract liabilities | 5,647,000 | (2,418,000) | |
Accrued expenses | (147,000) | 132,000 | |
Deferred tax liabilities | (1,162,000) | 95,000 | |
Stockholders' equity | |||
Accumulated deficit | $ (5,419,000) | $ 2,039,000 |
REVENUE - Effect on Statement o
REVENUE - Effect on Statement of comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | ||
Revenues | $ 275,769 | $ 269,554 |
Operating expenses | ||
Direct costs and expenses for advisors | 159,921 | 156,630 |
Selling, general and administrative | 95,400 | 91,046 |
Depreciation and amortization | 7,771 | 12,721 |
Operating income | 12,677 | 9,157 |
Interest income | 116 | 107 |
Interest expense | (6,688) | (6,821) |
Foreign currency transaction gain | 7 | (343) |
Income before taxes | 6,112 | 2,100 |
Income tax provision (benefit) | 435 | 4,198 |
Net income (loss) | 5,677 | $ (2,098) |
Remaining performance obligations | 76,600 | |
ASU 2014-09 | Adjustments | ||
Revenue | ||
Revenues | (4,949) | |
Operating expenses | ||
Direct costs and expenses for advisors | (502) | |
Operating income | (4,447) | |
Income before taxes | (4,447) | |
Income tax provision (benefit) | (1,067) | |
Net income (loss) | (3,380) | |
ASU 2014-09 | As Previously Reported Under ASC 605 | ||
Revenue | ||
Revenues | 270,820 | |
Operating expenses | ||
Direct costs and expenses for advisors | 159,419 | |
Selling, general and administrative | 95,400 | |
Depreciation and amortization | 7,771 | |
Operating income | 8,230 | |
Interest income | 116 | |
Interest expense | (6,688) | |
Foreign currency transaction gain | 7 | |
Income before taxes | 1,665 | |
Income tax provision (benefit) | (632) | |
Net income (loss) | $ 2,297 |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
REVENUE | |||
Contract assets | $ 22,878 | $ 18,838 | $ 17,271 |
Contract liabilities | 6,187 | $ 6,480 | $ 8,898 |
Revenue recognized, included in contract liability balance | $ 6,200 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | ||
Revenues | $ 275,769 | $ 269,554 |
Americas | ||
Revenue | ||
Revenues | 159,108 | 161,845 |
Europe | ||
Revenue | ||
Revenues | 95,130 | 82,910 |
Asia Pacific | ||
Revenue | ||
Revenues | $ 21,531 | $ 24,799 |
NET INCOME (LOSS) PER COMMON _3
NET INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Basic: | ||
Net income (loss) attributable to ISG | $ 5,677 | $ (2,130) |
Weighted average common shares | 44,673 | 43,025 |
Earnings (loss) per share attributable to ISG | $ 0.13 | $ (0.05) |
Diluted: | ||
Net income (loss) attributable to ISG | $ 5,677 | $ (2,130) |
Basic weighted average common shares | 44,673 | 43,025 |
Potential common shares | 1,394 | |
Diluted weighted average common shares | 46,067 | 43,025 |
Diluted earnings (loss) per share attributable to ISG | $ 0.12 | $ (0.05) |
ACCOUNTS RECEIVABLE AND CONTR_3
ACCOUNTS RECEIVABLE AND CONTRACT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
ACCOUNTS RECEIVABLE AND CONTRACT ASSETS | |||
Accounts receivable | $ 52,935 | $ 53,405 | |
Contract assets | 22,878 | $ 18,838 | 17,271 |
Receivables from related parties | 121 | 148 | |
Accounts and unbilled receivables, Total | 75,934 | $ 72,292 | $ 70,824 |
Accounts receivable outstanding with a U.S. state government, past due | $ 1,300 |
FURNITURE, FIXTURES AND EQUIP_3
FURNITURE, FIXTURES AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Furniture, fixtures and equipment | ||
Accumulated depreciation | $ (11,664) | $ (10,705) |
Furniture, fixtures and equipment, net | 6,636 | 5,229 |
Depreciation expense | 2,739 | 3,207 |
Computer hardware, software and other office equipment | ||
Furniture, fixtures and equipment | ||
Furniture, fixture and equipment, gross | $ 5,873 | 6,250 |
Computer hardware, software and other office equipment | Minimum | ||
Furniture, fixtures and equipment | ||
Estimated Useful Lives | 2 years | |
Computer hardware, software and other office equipment | Maximum | ||
Furniture, fixtures and equipment | ||
Estimated Useful Lives | 5 years | |
Furniture, fixtures and leasehold improvements | ||
Furniture, fixtures and equipment | ||
Furniture, fixture and equipment, gross | $ 4,921 | 2,715 |
Furniture, fixtures and leasehold improvements | Minimum | ||
Furniture, fixtures and equipment | ||
Estimated Useful Lives | 2 years | |
Furniture, fixtures and leasehold improvements | Maximum | ||
Furniture, fixtures and equipment | ||
Estimated Useful Lives | 5 years | |
Internal-use software and development costs | ||
Furniture, fixtures and equipment | ||
Furniture, fixture and equipment, gross | $ 7,506 | $ 6,969 |
Internal-use software and development costs | Minimum | ||
Furniture, fixtures and equipment | ||
Estimated Useful Lives | 3 years | |
Internal-use software and development costs | Maximum | ||
Furniture, fixtures and equipment | ||
Estimated Useful Lives | 5 years |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible assets | ||
Gross Carrying Amount | $ 100,645 | $ 100,645 |
Accumulated Amortization | (79,707) | (74,675) |
Currency impact | (316) | (286) |
Net Book Value | 20,622 | 25,684 |
Amortization expense | 5,032 | 9,514 |
Estimated future amortization expense | ||
2019 | 4,022 | |
2020 | 3,417 | |
2021 | 2,190 | |
2022 | 1,731 | |
2023 | 1,480 | |
Thereafter | 7,782 | |
Estimated future amortization expense | 20,622 | |
Customer relationships | ||
Intangible assets | ||
Gross Carrying Amount | 73,723 | 73,723 |
Accumulated Amortization | (60,256) | (55,844) |
Currency impact | (112) | (105) |
Net Book Value | 13,355 | 17,774 |
Noncompete agreements | ||
Intangible assets | ||
Gross Carrying Amount | 5,952 | 5,952 |
Accumulated Amortization | (5,812) | (5,754) |
Currency impact | 1 | 1 |
Net Book Value | 141 | 199 |
Software | ||
Intangible assets | ||
Gross Carrying Amount | 1,500 | 1,583 |
Accumulated Amortization | (1,500) | (1,520) |
Currency impact | (63) | |
Backlog | ||
Intangible assets | ||
Gross Carrying Amount | 5,002 | 5,002 |
Accumulated Amortization | (4,981) | (4,981) |
Currency impact | (21) | (21) |
Databases | ||
Intangible assets | ||
Gross Carrying Amount | 13,218 | 13,135 |
Accumulated Amortization | (5,908) | (5,475) |
Currency impact | (184) | (98) |
Net Book Value | 7,126 | 7,562 |
Trademarks And Trade Names | ||
Intangible assets | ||
Gross Carrying Amount | 1,250 | 1,250 |
Accumulated Amortization | $ (1,250) | (1,101) |
Net Book Value | $ 149 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in the carrying amount of goodwill | ||
Gross balance at the beginning | $ 85,786 | $ 86,429 |
Foreign currency impact | (167) | (489) |
Balance at the beginning | 85,619 | 85,940 |
Adjustments | (643) | |
Foreign currency impact | (230) | 322 |
Changes during the period | (230) | (321) |
Adjustment | (643) | |
Foreign currency impact | (397) | (167) |
Balance at the end | $ 85,389 | $ 85,619 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
ACCRUED EXPENSES | |||
Accrued payroll and vacation | $ 3,697 | $ 7,741 | |
Accrued corporate and payroll related taxes | 4,839 | 4,657 | |
Contingent consideration—current | 1,703 | 2,365 | |
Other | 7,520 | 6,723 | |
Accrued liabilities | $ 17,759 | $ 21,618 | $ 21,486 |
FINANCING ARRANGEMENTS AND LO_3
FINANCING ARRANGEMENTS AND LONG-TERM DEBT - Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||
Outstanding borrowings | $ 99,113 | $ 116,700 |
Debt discount | (74) | |
Debt issuance costs | (1,651) | (2,338) |
Long-term debt, net | 97,462 | 114,337 |
Less current installments on long term debt | 8,250 | 15,499 |
Long-term debt | 89,212 | 98,838 |
Secured Debt | ||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||
Outstanding borrowings | $ 99,113 | 109,500 |
Note payable | ||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||
Outstanding borrowings | 7,038 | |
Convertible Notes Payable | ||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||
Outstanding borrowings | $ 211 |
FINANCING ARRANGEMENTS AND LO_4
FINANCING ARRANGEMENTS AND LONG-TERM DEBT - Annual Maturities of Debt Obligations Tables (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Aggregate annual maturities of debt obligations | ||
2019 | $ 8,250 | |
2020 | 11,000 | |
2021 | 79,863 | |
Long-term debt, total | $ 99,113 | $ 116,700 |
FINANCING ARRANGEMENTS AND LO_5
FINANCING ARRANGEMENTS AND LONG-TERM DEBT - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020USD ($)installment | Mar. 31, 2018USD ($)installment | Mar. 31, 2017USD ($)installment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 01, 2016USD ($) | |
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||
Debt issuance costs | $ 1,651,000 | $ 2,338,000 | ||||
Base Rate | ||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||
Interest rate basis | Base Rate | |||||
Prime Rate | ||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||
Interest rate basis | prime rate | |||||
Federal Funds Rate | ||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||
Interest rate basis | Federal Funds Rate | |||||
Applicable margin (as a percent) | 0.50% | |||||
Eurodollar Rate | ||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||
Interest rate basis | Eurodollar Rate | |||||
Applicable margin (as a percent) | 1.00% | |||||
Secured Debt | ||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||
Maximum borrowing capacity under senior secured credit facility | $ 110,000,000 | |||||
Revolving Credit Facility | ||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||
Maximum borrowing capacity under senior secured credit facility | $ 30,000,000 | |||||
Credit Agreement 2016 | Secured Debt | ||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||
Number of quarterly installments | installment | 8 | 4 | ||||
Periodic repayment | $ 2,062,500 | $ 1,375,000 | ||||
Outstanding borrowings | $ 95,100,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 5.50% | |||||
Debt Instrument, Percentage of Proceeds from Asset Sales Used for Mandatory Repayment of Debt | 100.00% | |||||
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% | |||||
Credit Agreement 2016 | Secured Debt | Scenario Forecast | ||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||
Number of quarterly installments | installment | 7 | |||||
Periodic repayment | $ 2,750,000 | |||||
Credit Agreement 2016 | Revolving Credit Facility | ||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||
Outstanding borrowings | $ 4,000,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 5.30% | |||||
Maximum | Credit Agreement 2016 | Secured Debt | London Interbank Offered Rate L I B O R | ||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||
Applicable margin (as a percent) | 4.00% |
FINANCING ARRANGEMENTS AND LO_6
FINANCING ARRANGEMENTS AND LONG-TERM DEBT - Alsbridge Notes (Details) - Alsbridge - Unsecured subordinated promissory notes - USD ($) $ in Millions | Sep. 04, 2018 | Dec. 01, 2016 |
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||
Rate of interest (as a percent) | 2.00% | |
Unsecured subordinated promissory notes issued | $ 7 | |
Principal paid off | $ 7 | |
Interest outstanding paid off | $ 0.2 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Employee Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES | ||
Contribution under Employee Retirement Plans | $ 2.4 | $ 1.5 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Aggregate future minimum payments under noncancelable leases | ||
2019 | $ 3,034 | |
2020 | 2,654 | |
2021 | 1,808 | |
2022 | 1,218 | |
2023 | 925 | |
Thereafter | 1,795 | |
Total minimum lease payments | 11,434 | |
Rental expense for operating leases | $ 3,300 | $ 3,200 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Contingent Consideration (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Contingent Consideration | ||||
Contingent consideration reversed | $ (356) | $ (145) | ||
Contingent acquisition liability | 1,703 | 3,698 | $ 6,073 | |
Payment of contingent consideration | 1,200 | $ 2,665 | ||
Saugatuck | ||||
Contingent Consideration | ||||
Contingent consideration reversed | 300 | |||
Payment of contingent consideration | $ 300 | |||
Percentage of contingent consideration made in shares of common stock | 50.00% | |||
Experton | ||||
Contingent Consideration | ||||
Contingent acquisition liability | 300 | |||
Payment of contingent consideration | $ 500 | |||
Percentage of contingent consideration made in shares of common stock | 50.00% | |||
TracePoint | ||||
Contingent Consideration | ||||
Contingent acquisition liability | $ 1,400 | |||
Payment of contingent consideration | $ 1,600 | |||
Percentage of contingent consideration made in shares of common stock | 50.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
RELATED PARTY TRANSACTIONS | ||
Receivables from related parties, including shareholders | $ 121 | $ 148 |
Payable to related parties | $ 0 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income before income taxes | |||
Domestic | $ (6,998) | $ (6,981) | |
Foreign | 13,110 | 9,081 | |
Income before taxes | 6,112 | 2,100 | |
Current: | |||
Federal | (3,378) | 1,259 | |
State | 575 | 608 | |
Foreign | 3,681 | 3,006 | |
Total current provision | 878 | 4,873 | |
Deferred: | |||
Federal | (268) | (268) | |
State | (237) | (297) | |
Foreign | 62 | (110) | |
Total deferred benefit | (443) | (675) | |
Total | $ 435 | $ 4,198 | |
U.S. federal statutory income tax rate (as a percent) | 21.00% | 35.00% | |
Differences between the effective tax rates reflected in the total provision for income taxes and the U.S. federal statutory rate | |||
Tax provision computed at 21% in 2018 and 35% in 2017 | $ 1,284 | $ 735 | |
Nondeductible expenses | 372 | 445 | |
State income taxes, net of federal benefit | 239 | 94 | |
Tax impact of foreign operations | 1,941 | 602 | |
Valuation allowances release | (2,238) | (344) | |
Net increase (decrease) of uncertain tax positions (1) | (2,818) | 389 | |
Tax law change impact on deferred taxes | 1,471 | ||
Tax law change impact on transition tax | 1,642 | 601 | |
Other | 13 | 205 | |
Total | $ 435 | $ 4,198 | |
Effective income tax rates (as a percent) | 7.10% | 199.90% | |
Deferred tax liability | $ 1,600 | $ 1,600 | |
Deferred Tax Expenses | 1,600 | ||
Noncurrent deferred tax asset | |||
Compensation related expenses | 2,441 | 2,441 | $ 2,138 |
Foreign currency translation | 2,491 | 2,491 | 2,020 |
U.S. foreign tax credit carryovers | 811 | 811 | 1,478 |
Foreign net operating loss carryovers | 5,482 | 5,482 | 6,208 |
Accruals and Reserves | 814 | 814 | 686 |
Other | 442 | 442 | 475 |
Valuation allowance for deferred tax assets | (4,209) | (4,209) | (6,543) |
Total noncurrent deferred tax asset | 8,272 | 8,272 | 6,462 |
Noncurrent deferred tax liability | |||
Depreciable assets | (486) | (486) | (277) |
Prepaids | (426) | (426) | (481) |
Intangible assets | (1,436) | (1,436) | (2,040) |
Investment in foreign subsidiaries | (2,975) | (2,975) | (1,143) |
Foreign earnings distribution taxes | (1,439) | (1,439) | (1,119) |
Foreign intangibles and reserves | (356) | (356) | (450) |
Total noncurrent deferred tax liability | (7,118) | (7,118) | (5,510) |
Net noncurrent deferred tax asset | 1,154 | 1,154 | 952 |
Net deferred tax asset | 1,154 | 1,154 | 952 |
Reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period | |||
Balance, beginning of year | 4,050 | 3,033 | |
Additions as a result of tax positions taken during the current period | 145 | 774 | |
Reductions as a result of tax positions taken during a prior period | (1,295) | ||
Additions as a result of tax positions taken during a prior period | 630 | ||
Reductions as a result of lapse of statute | (1,425) | (387) | |
Balance, end of year | 1,475 | 1,475 | 4,050 |
State income tax expense recognized of interest and penalties related to uncertain tax positions | 800 | ||
Unrecognized tax benefits that would impact the company's effective tax rate | $ 1,500 | 1,500 | |
Alsbridge | |||
Differences between the effective tax rates reflected in the total provision for income taxes and the U.S. federal statutory rate | |||
Reversal of unrealized tax benefit liability | $ 900 | $ 500 |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
STOCK-BASED COMPENSATION PLANS | ||
Recognized employee stock-based compensation expense | $ 9,900,000 | $ 7,400,000 |
Employee Stock Purchase Plan | ||
STOCK-BASED COMPENSATION PLANS | ||
Shares available under the plan | 1,200,000 | |
Shares available for grant | 440,304 | |
Weighted-Average Grant Date Fair Value | ||
Offering period for the plan | 3 months | |
Period of interval between occurrence of purchases | 3 months | |
IRS regulated cap for payroll deduction to purchase common stock | $ 25,000 | |
Purchase price expressed as a percentage of fair market value of common stock (as a percent) | 90.00% | |
Shares issued under ESPP | 212,436 | |
Shares available for purchase under ESPP | 440,304 | |
Minimum | Employee Stock Purchase Plan | ||
Weighted-Average Grant Date Fair Value | ||
Eligible service period of employees per week to participate in the plan | 20 hours | |
Eligible service period of employees in a calendar year to participate in the plan | 5 months | |
Percentage of employees' eligible earnings as payroll deduction to purchase common stock | 1.00% | |
Maximum | Employee Stock Purchase Plan | ||
Weighted-Average Grant Date Fair Value | ||
Percentage of employees' eligible earnings as payroll deduction to purchase common stock | 10.00% | |
Equity Incentive Plan2007 | ||
STOCK-BASED COMPENSATION PLANS | ||
Shares available for grant | 3,628,021 | |
Weighted-Average Grant Date Fair Value | ||
Total fair value RSUs vested (in dollars) | $ 7,700,000 | $ 6,900,000 |
Equity Incentive Plan2007 | Maximum | ||
STOCK-BASED COMPENSATION PLANS | ||
Anniversary period from the grant date on which the award will expire | 10 years | |
Equity Incentive Plan2007 | Restricted Stock Units R S U | ||
STOCK-BASED COMPENSATION PLANS | ||
Percentage of relevant period has elapsed for pro rata vesting of the awards | 50.00% | |
RSA and RSU | ||
Non-vested at the beginning of the period (in shares) | 4,156,000 | 3,707,000 |
Granted (in shares) | 2,967,000 | 2,778,000 |
Vested (in shares) | (2,104,000) | (1,781,000) |
Forfeited (in shares) | (262,000) | (548,000) |
Non-vested at the end of the period (in shares) | 4,757,000 | 4,156,000 |
Weighted-Average Grant Date Fair Value | ||
Non-vested at the beginning of the period (in dollars per share) | $ 3.72 | $ 3.91 |
Granted (in dollars per share) | 4.14 | 3.60 |
Vested (in dollars per share) | 3.68 | 3.90 |
Forfeited (in dollars per share) | 4.13 | 3.83 |
Non-vested at the end of the period (in dollars per share) | $ 3.98 | $ 3.72 |
Unrecognized compensation cost related to the RSUs | $ 10,000,000 | |
Weighted-average period to recognize unrecognized compensation cost | 2 years | |
Equity Incentive Plan2007 | Restricted Stock Units R S U | Awards Vesting On Employment Through The Fourth Anniversary Of Grant | ||
STOCK-BASED COMPENSATION PLANS | ||
Award vesting percentage | 100.00% | |
Equity Incentive Plan2007 | Restricted Stock | Awards Vesting On Change In Control | ||
STOCK-BASED COMPENSATION PLANS | ||
Award vesting percentage | 100.00% | |
Incentive Plan Amendment | ||
STOCK-BASED COMPENSATION PLANS | ||
Additional shares authorized | 5,300,000 |
SEGMENT AND GEOGRAPHICAL INFO_3
SEGMENT AND GEOGRAPHICAL INFORMATION (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)segment | |
Segment and geographical information | ||
Number of segments | segment | 1 | |
Revenues | $ 275,769 | $ 269,554 |
Fixed assets | 6,636 | 5,229 |
Americas | ||
Segment and geographical information | ||
Revenues | 159,108 | 161,845 |
Fixed assets | 5,319 | 3,495 |
Europe | ||
Segment and geographical information | ||
Revenues | 95,130 | 82,910 |
Fixed assets | 1,162 | 1,390 |
Asia Pacific | ||
Segment and geographical information | ||
Revenues | 21,531 | 24,799 |
Fixed assets | 155 | 344 |
Germany | ||
Segment and geographical information | ||
Revenues | 47,200 | 40,000 |
United Kingdom | ||
Segment and geographical information | ||
Revenues | 18,600 | 14,800 |
Australia | ||
Segment and geographical information | ||
Revenues | $ 17,800 | $ 18,600 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts | ||
Changes in valuation and qualifying accounts | ||
Balance at Beginning of Period | $ 503 | $ 494 |
Charges to Costs and Expenses | 231 | 351 |
Additions/(Deductions) | (333) | (342) |
Balance at End of Period | 401 | 503 |
Allowance for tax valuation | ||
Changes in valuation and qualifying accounts | ||
Balance at Beginning of Period | 6,543 | 6,802 |
Charges to Costs and Expenses | (2,850) | 572 |
Additions/(Deductions) | 516 | (831) |
Balance at End of Period | $ 4,209 | $ 6,543 |