Information Services (III) 10-Q6 Aug 242024 Q2 Quarterly reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2024	Jul. 31, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-33287
Entity Registrant Name	Information Services Group Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-5261587
Entity Address, Address Line One	2187 Atlantic Street
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	203
Local Phone Number	517-3100
Title of 12(b) Security	Shares of Common Stock, $0.001 par value
Trading Symbol	III
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		48,892,437
Entity Central Index Key	0001371489
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 11,801	$ 22,636
Accounts receivable and contract assets, net of allowance of $5,558 and $5,288, respectively	80,909	82,117
Prepaid expenses and other current assets	9,606	8,091
Total current assets	102,316	112,844
Restricted cash	85	173
Furniture, fixtures and equipment, net	6,555	6,446
Right-of-use lease assets	6,388	7,473
Goodwill	97,158	97,232
Intangible assets, net	11,122	12,615
Deferred tax assets	6,772	4,775
Other assets	4,930	5,787
Total assets	235,326	247,345
Current liabilities
Accounts payable	8,622	11,302
Contract liabilities	8,892	9,521
Accrued expenses and other current liabilities	30,401	25,451
Total current liabilities	47,915	46,274
Long-term debt, net of current maturities	74,175	79,175
Deferred tax liabilities	2,540	2,384
Operating lease liabilities	4,283	5,287
Other liabilities	10,886	12,143
Total liabilities	139,799	145,263
Commitments and contingencies (Note 8)
Stockholders' equity
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued
Common stock, $0.001 par value; 100,000 shares authorized; 49,658 shares issued and 48,903 outstanding at June 30, 2024 and 49,472 shares issued and 48,653 outstanding at December 31, 2023	50	49
Additional paid-in capital	211,854	217,684
Treasury stock (755 and 819 common shares, respectively, at cost)	(2,753)	(3,959)
Accumulated other comprehensive loss	(9,570)	(8,989)
Accumulated deficit	(104,054)	(102,703)
Total stockholders' equity	95,527	102,082
Total liabilities and stockholders' equity	$ 235,326	$ 247,345

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts receivables and contract assets, allowances	$ 5,558	$ 5,288
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	49,658	49,472
Common stock, shares outstanding	48,903	48,653
Treasury stock, shares	755	819

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Revenues	$ 64,263	$ 74,609	$ 128,532	$ 153,095
Operating expenses
Direct costs and expenses for advisors	38,908	45,847	79,954	95,016
Selling, general and administrative	20,083	22,330	44,171	43,000
Depreciation and amortization	1,622	1,569	3,127	3,166
Operating income	3,650	4,863	1,280	11,913
Interest income	222	97	479	181
Interest expense	(1,568)	(1,407)	(3,068)	(3,143)
Foreign currency transaction gain (loss)	13	156	6	(38)
Income (Loss) before taxes	2,317	3,709	(1,303)	8,913
Income tax provision	279	1,376	48	3,089
Net income (loss)	$ 2,038	$ 2,333	$ (1,351)	$ 5,824
Weighted average shares outstanding:
Basic	48,798	48,476	48,645	48,457
Diluted	49,577	50,317	48,645	50,302
Earnings (loss) per share:
Basic	$ 0.04	$ 0.05	$ (0.03)	$ 0.12
Diluted	$ 0.04	$ 0.05	$ (0.03)	$ 0.12
Comprehensive (loss) income:
Net income (loss)	$ 2,038	$ 2,333	$ (1,351)	$ 5,824
Foreign currency translation gain (loss), net of tax (expense) benefit of $(40), $56, $(90) and $(42), respectively	73	(167)	(581)	156
Comprehensive income (loss)	$ 2,111	$ 2,166	$ (1,932)	$ 5,980

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Foreign currency translation gain (loss), (expense) benefit	$ (40)	$ 56	$ (90)	$ (42)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-In-Capital	Treasury Stock	Accumulated Other Comprehensive Loss	Accumulated Deficit Cumulative effect adjustment	Accumulated Deficit	Cumulative effect adjustment	Total
Balance at Dec. 31, 2022	$ 49	$ 226,293	$ (7,487)	$ (9,677)	$ (110)	$ (108,747)	$ (110)	$ 100,431
Balance (in shares) at Dec. 31, 2022	49,472
Increase (Decrease) in Stockholders' Equity
Net income (loss)						5,824		5,824
Other comprehensive income (loss)				156				156
Treasury shares repurchased			(3,531)					(3,531)
Proceeds from issuance of employee stock purchase plan (ESPP) shares		(222)	702					480
Issuance of treasury shares for RSUs vested		(5,188)	5,188
Accrued dividends on unvested shares		(257)						(257)
Cash dividends paid to shareholders		(4,186)						(4,186)
Stock based compensation		4,654						4,654
Balance at Jun. 30, 2023	$ 49	221,094	(5,128)	(9,521)		(103,033)		103,461
Balance (in shares) at Jun. 30, 2023	49,472
Balance at Mar. 31, 2023	$ 49	225,333	(6,878)	(9,354)		(105,366)		103,784
Balance (in shares) at Mar. 31, 2023	49,472
Increase (Decrease) in Stockholders' Equity
Net income (loss)						2,333		2,333
Other comprehensive income (loss)				(167)				(167)
Treasury shares repurchased			(2,834)					(2,834)
Proceeds from issuance of employee stock purchase plan (ESPP) shares		(132)	405					273
Issuance of treasury shares for RSUs vested		(4,179)	4,179
Accrued dividends on unvested shares		(314)						(314)
Cash dividends paid to shareholders		(2,226)						(2,226)
Stock based compensation		2,612						2,612
Balance at Jun. 30, 2023	$ 49	221,094	(5,128)	(9,521)		(103,033)		103,461
Balance (in shares) at Jun. 30, 2023	49,472
Balance at Dec. 31, 2023	$ 49	217,684	(3,959)	(8,989)		(102,703)		$ 102,082
Balance (in shares) at Dec. 31, 2023	49,472							49,472
Increase (Decrease) in Stockholders' Equity
Net income (loss)						(1,351)		$ (1,351)
Other comprehensive income (loss)				(581)				(581)
Treasury shares repurchased			(4,506)					(4,506)
Proceeds from issuance of employee stock purchase plan (ESPP) shares		(124)	570					446
Issuance of treasury shares for RSUs vested		(5,142)	5,142
Issuance of common stock for Change 4 Growth acquisition	$ 1	700						701
Issuance of common stock for Change 4 Growth acquisition (in shares)	186
Accrued dividends on unvested shares		100						100
Dividends payable		(2,203)						(2,203)
Cash dividends paid to shareholders		(2,522)						(2,522)
Stock based compensation		3,361						3,361
Balance at Jun. 30, 2024	$ 50	211,854	(2,753)	(9,570)		(104,054)		$ 95,527
Balance (in shares) at Jun. 30, 2024	49,658							49,658
Balance at Mar. 31, 2024	$ 49	216,521	(5,188)	(9,643)		(106,092)		$ 95,647
Balance (in shares) at Mar. 31, 2024	49,472
Increase (Decrease) in Stockholders' Equity
Net income (loss)						2,038		2,038
Other comprehensive income (loss)				73				73
Treasury shares repurchased			(1,975)					(1,975)
Proceeds from issuance of employee stock purchase plan (ESPP) shares		(82)	344					262
Issuance of treasury shares for RSUs vested		(4,066)	4,066					0
Issuance of common stock for Change 4 Growth acquisition	$ 1	700						701
Issuance of common stock for Change 4 Growth acquisition (in shares)	186
Accrued dividends on unvested shares		(4)						(4)
Dividends payable		(2,203)						(2,203)
Cash dividends paid to shareholders		(124)						(124)
Stock based compensation		1,112						1,112
Balance at Jun. 30, 2024	$ 50	$ 211,854	$ (2,753)	$ (9,570)		$ (104,054)		$ 95,527
Balance (in shares) at Jun. 30, 2024	49,658							49,658

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Cash dividends paid to shareholders (USD per share)	$ 0.045	$ 0.045	$ 0.045	$ 0.085

CONDENSED CONSOLIDATED STATEM_5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net (loss) income	$ (1,351)	$ 5,824
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation expense	1,635	1,583
Amortization of intangible assets	1,492	1,583
Deferred tax expense from stock issuances	66	41
Write-off of deferred financing costs		379
Amortization of deferred financing costs	111	127
Stock-based compensation	3,361	4,654
Change in fair value of contingent consideration	57	51
Provisions for credit losses	559	464
Deferred tax (benefit) provision	(1,673)	67
Changes in operating assets and liabilities:
Accounts receivable and contract assets	889	(7,411)
Prepaid expenses and other assets	28	(991)
Accounts payable	(2,899)	(7,119)
Contract liabilities	(629)	(157)
Accrued expenses and other liabilities	2,870	352
Net cash provided by (used in) operating activities	4,516	(553)
Cash flows from investing activities
Purchase of furniture, fixtures and equipment	(1,914)	(969)
Net cash used in investing activities	(1,914)	(969)
Cash flows from financing activities
Proceeds from revolving facility (Note 10)	5,000	79,175
Repayment of outstanding debt (Note 10)	(10,000)	(79,175)
Proceeds from issuance of employee stock purchase plan shares	446	480
Debt financing costs		(827)
Payments related to tax withholding for stock-based compensation	(1,491)	(1,537)
Payment of contingent consideration	(1,657)	(1,460)
Cash dividends paid to shareholders	(2,522)	(4,186)
Treasury shares repurchased	(3,000)	(1,994)
Net cash used in financing activities	(13,224)	(9,524)
Effect of exchange rate changes on cash	(301)	114
Net decrease in cash, cash equivalents, and restricted cash	(10,923)	(10,932)
Cash, cash equivalents, and restricted cash, beginning of period	22,809	30,670
Cash, cash equivalents, and restricted cash, end of period	11,886	19,738
Supplemental disclosures of cash flow information:
Interest	2,829	2,405
Taxes, net of refunds	2,081	4,659
Non-cash investing and financing activities:
Issuance of treasury stock for vested restricted stock units	$ 5,142	$ 5,188

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Jun. 30, 2024
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Information Services Group, Inc. (Nasdaq: III) (the “Company,” “ISG,” “we,” “us” or “our”) is a leading global technology research and advisory firm. A trusted business partner to more than 900 clients, including more than 75 of the top 100 enterprises in our markets, ISG is committed to helping corporations, public sector organizations and service and technology providers achieve operational excellence and faster growth. 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. Based in Stamford, Connecticut, ISG employs over 1,500 digital-ready professionals operating in more than 20 countries—a global team known for its innovative thinking, market influence, deep industry and technology expertise and world-class research and analytical capabilities based on the industry’s most comprehensive marketplace data. For more information, visit www.isg-one.com. The content on our website is available for informational purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Form 10-Q or any other filings. The Company was founded in 2006 with the strategic vision to become a high-growth, leading provider of information-based advisory services. We continue to believe that our vision will be realized through the acquisition, integration and successful operation of market-leading brands within the data, analytics and advisory industry.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	6 Months Ended
BASIS OF PRESENTATION	Jun. 30, 2024
BASIS OF PRESENTATION
BASIS OF PRESENTATION	NOTE 2—BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and pursuant to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are considered necessary for a fair statement of the financial position of the Company as of June 30, 2024, the results of operations for the three and six months ended June 30, 2024 and 2023 and the cash flows for the six months ended June 30, 2024 and 2023. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the Company’s audited consolidated financial statements. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Certain information and disclosures normally included in the notes to annual financial statements prepared in accordance with GAAP have been omitted from these interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the financial statements for the fiscal year ended December 31, 2023, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC. Out-of-Period Adjustment In conjunction with the Company’s close process for the second quarter of 2024, management identified a $0.5 million error related to revenue incorrectly recognized during the third quarter of 2022. Accordingly, the Company recorded a $0.5 million adjustment in the current period to reduce revenue. Management evaluated the pre-tax impact of this error of $0.5 million on the Company’s previously reported interim and annual financial statements for Q3 2022 and full year 2022 and determined that the error was not material to any previously issued financial statements and that the out-of-period adjustment in June 30, 2024 for three and six months periods was not material to those periods and is not expected to be material to the forecasted 2024 annual period.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with 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 control 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 are not limited to: allowance for credit losses, useful lives of furniture, fixtures and equipment and definite lived intangible assets, depreciation expense, fair value assumptions in evaluating goodwill for impairment, income taxes and deferred tax asset valuation and the valuation of stock-based compensation. Restricted Cash Restricted cash consists of cash and cash equivalents which the Company has committed for rent deposits and are not available for general corporate purposes. Fair Value The carrying value of the Company’s cash and cash equivalents, receivables, accounts payable, other current liabilities and accrued interest approximated their fair values as of June 30, 2024 and December 31, 2023 due to the short-term nature of these accounts. 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. The following tables summarize the assets and liabilities (as applicable) measured at fair value on a recurring basis at the dates indicated: Basis of Fair Value Measurements June 30, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 99 $ — $ — $ 99 Total $ 99 $ — $ — $ 99 Liabilities: Contingent consideration (1) $ — $ — $ 3,594 $ 3,594 Total $ — $ — $ 3,594 $ 3,594 Basis of Fair Value Measurements December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 7,067 $ — $ — $ 7,067 Total $ 7,067 $ — $ — $ 7,067 Liabilities: Contingent consideration (1) $ — $ — $ 5,894 $ 5,894 Total $ — $ — $ 5,894 $ 5,894 (1) The current and noncurrent contingent consideration are included in “Accrued expenses and other current liabilities” and “Other liabilities,” respectively, as of June 30, 2024 and December 31, 2023. The following table represents the change in the contingent consideration liability during the six months ended June 30, 2024: Six Months Ended June 30, 2024 Beginning Balance $ 5,894 Change 4 Growth contingent consideration payment (2,200) Ventana contingent consideration payment (157) Accretion of contingent consideration 57 Ending Balance $ 3,594 The Company’s accompanying unaudited condensed consolidated financial instruments include outstanding borrowings of approximately $74.2 million and $79.2 million as of June 30, 2024, and December 31, 2023, respectively, 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 was approximately $74.8 million and $79.8 million as of June 30, 2024 and December 31, 2023, 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 was 7.4% and 6.9% as of June 30, 2024 and December 31, 2023, respectively. The Company also considered recent transactions of peer group companies for similar instruments with comparable terms and maturities as well as an analysis of current market conditions and interest rates. Recently Issued Accounting Pronouncements Income Taxes In December 2023, the Financial Accounting Standards Board (“FASB”) issued updated guidance to enhance the transparency of income tax disclosure by requiring disaggregated information about an entity’s effective tax rate reconciliation, as well as information on taxes paid. This updated guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact on our consolidated financial statements. Segment Reporting In November 2023, the FASB issued amended guidance on segment reporting to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. This amended guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Company is currently evaluating the impact on our consolidated financial statements.

ACQUISITIONS

ACQUISITIONS	6 Months Ended
ACQUISITIONS	Jun. 30, 2024
ACQUISITIONS
ACQUISITIONS	NOTE 4 — ACQUISITIONS Ventana Research Acquisition On October 31, 2023, a subsidiary of the Company executed an Asset Purchase Agreement with Ventana Research, Inc. (“Ventana Research”) and consummated the acquisition of substantially all assets, and assumed certain liabilities, of Ventana Research. The purchase price was comprised of $1.0 million of cash consideration paid at closing. Ventana Research will also have the right to receive additional consideration paid via earn-out payments, if certain financial targets are met. At the agreement date, the Company estimated such earn-out payment would be $1.7 million. Please see Note 8—Commitments and Contingencies—Ventana Research Contingent Consideration for more. The following table summarizes the preliminary consideration transferred to acquire Ventana Research, Inc. and the amount of identified assets acquired, and liabilities assumed, as of the agreement date: Cash $ 1,000 Contingent consideration 1,657 Total allocable purchase price $ 2,657 The business combination was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated to the assets acquired, and liabilities assumed, based on estimated fair values as of the closing date. Based on the valuation and other factors as described above, the purchase price assigned to intangible assets were as follows: Accounts receivable $ 404 Intangible assets 1,400 Contract liabilities (1,362) Net assets acquired $ 442 Goodwill $ 2,215 The primary factors that drove the goodwill recognized, the majority of which is deductible for tax purposes, were the inclusion of the legacy Ventana Research workforce and allowing the Company to penetrate an entirely new market sector for software technology vendors. Costs associated with this acquisition are included in selling, general and administrative expense on the Form 10-K Consolidated Statements of Income and Comprehensive Income and totaled $0.1 million during the year ended December 31, 2023. Based on the valuation and other factors as described above, the purchase price assigned to intangible assets and the amortization period was as follows: Purchase Price Estimated Allocation Useful Lives Amortizable intangible assets: Trademark and trade name $ 600 3 years Customer relationships 700 7 years Noncompete agreements 100 2 years Total intangible assets $ 1,400 Change 4 Growth Acquisition On October 31, 2022, a subsidiary of the Company executed an Asset Purchase Agreement with Change 4 Growth, LLC (“Change 4 Growth”) and consummated the acquisition of substantially all the assets, and assumed certain liabilities, of Change 4 Growth. The purchase price was comprised of $3.8 million of cash consideration, $0.6 million of shares of ISG common stock issued promptly after closing and Change 4 Growth will also have the right to receive additional consideration paid via earn-out payments, if certain financial targets are met. At the agreement date, the Company estimated such earn-out payment would be $5.6 million. Please see Note 8—Commitments and Contingencies—Change 4 Growth Contingent Consideration for more. The following table summarizes the consideration transferred to acquire Change 4 Growth and the amounts of identified assets acquired, and liabilities assumed, as of the agreement date: Cash $ 3,450 Accrued working capital adjustment 378 ISG common stock 600 Contingent consideration 5,560 Total allocable purchase price $ 9,988 This acquisition was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated to the assets acquired, and liabilities assumed, based on the fair values as of the closing date. Based on the valuation and other factors as described above, the purchase price assigned to intangible assets was as follows: Accounts receivable and contract assets $ 1,841 Intangible assets 4,300 Accounts payable and accrued expense (428) Contract liabilities (85) Net assets acquired $ 5,628 Goodwill $ 4,360 The primary factors that drove the goodwill recognized, the majority of which is deductible for tax purposes, were the inclusion of the legacy Change 4 Growth workforce and associated organizational change management expertise to enhance and expand the offerings of the ISG Enterprise Change service line. Costs associated with this acquisition are included in selling, general and administrative expense on the Form 10-K Consolidated Statements of Income and Comprehensive Income and totaled $0.2 million during year ended December 31, 2022. Based on the valuation and other factors as described above, the purchase price assigned to intangible assets and the amortization period were as follows: Purchase Price Estimated Allocation Useful Lives Amortizable intangible assets: Trademark and trade name $ 1,100 3 years Customer relationships 2,900 8 years Noncompete agreements 300 2 years Total intangible assets $ 4,300

REVENUE

REVENUE	6 Months Ended
REVENUE	Jun. 30, 2024
REVENUE
REVENUE	NOTE 5—REVENUE The majority of our revenue is derived from contracts that can span from a few months to several years. We enter into contracts that can include various combinations of services, which, depending on contract type, are sometimes capable of being distinct. If services are determined to be distinct, they are accounted for as separate performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, is not distinct. For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation using our best estimate of the standalone selling price, or SSP, of each distinct product or service in the contract. We establish SSP based on management’s estimated selling price or observable prices of products or services sold separately in comparable circumstances to similar clients. Our contracts may include promises to transfer multiple services and products to a client. Determining whether services and products are considered distinct performance obligations that should be accounted for separately versus together may require judgment. Contract Balances The timing of revenue recognition, billings and cash collections result in billed accounts receivables, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities). Our clients are billed based on the type of arrangement. A portion of our services is billed monthly based on hourly or daily rates. There are also client engagements in which we bill a fixed amount for our services. This may be one single amount covering the 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 before revenue is recognized, resulting in contract liabilities. Contract assets and liabilities are generally reported in the current assets and current liabilities sections of the consolidated balance sheet, at the end of each reporting period, based on the timing of the satisfaction of the related performance obligation(s). For multi-year software sales with annual invoicing, we perform a significant financing component calculation and recognize the associated interest income throughout the duration of the financing period. In addition, we reclassify the resulting contract asset balances as current and noncurrent receivables as receipt of the consideration is conditional only on the passage of time and there are no performance risk factors present. See the table below for a breakdown of contract assets and contract liabilities: June 30, December 31, 2024 2023 Contract assets $ 26,287 $ 30,176 Contract liabilities $ 8,892 $ 9,521 Revenue recognized for the three and six months ended June 30, 2024 that was included in the contract liability balance at January 1, 2024 was $1.9 million, and $7.6 million respectively, and primarily representing revenue from our subscription contracts. Remaining Performance Obligations As of June 30, 2024, the Company had $118.9 million of remaining performance obligations, the majority of which are expected to be satisfied within the next twelve months.

NET INCOME PER COMMON SHARE

NET INCOME PER COMMON SHARE	6 Months Ended
NET INCOME PER COMMON SHARE	Jun. 30, 2024
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE	NOTE 6—NET INCOME PER COMMON SHARE Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would share in the net income of the Company. For the three and six months ended June 30, 2024, 1.8 million and 4.7 million restricted stock units, respectively, and for the three and six months ended June 30, 2023, 0.6 million and 0.7 million restricted stock units, respectively, have not been considered in the diluted earnings per share calculation, as the effect would be anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Basic: Net income (loss) $ 2,038 $ 2,333 $ (1,351) $ 5,824 Weighted average common shares 48,798 48,476 48,645 48,457 Earnings (loss) per share $ 0.04 $ 0.05 $ (0.03) $ 0.12 Diluted: Net income (loss) $ 2,038 $ 2,333 $ (1,351) $ 5,824 Basic weighted average common shares 48,798 48,476 48,645 48,457 Potential common shares 779 1,841 — 1,845 Diluted weighted average common shares 49,577 50,317 48,645 50,302 Diluted earnings (loss) per share $ 0.04 $ 0.05 $ (0.03) $ 0.12

INCOME TAXES

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2024
INCOME TAXES
INCOME TAXES	NOTE 7—INCOME TAXES The Company’s effective tax rate for the three and six months ended June 30, 2024 was 12.0% and (3.7%), respectively, based on pretax income and loss of $2.3 million and $1.3 million, respectively. The Company’s effective tax rate for the quarter ended June 30, 2024 was impacted by non-deductible expenses and earnings and losses in certain foreign jurisdictions. The Company’s effective tax rate for the three and six months ended June 30, 2023 was 37.1% and 34.7%, respectively, based on pretax income of $3.7 million and $8.9 million, respectively. The Company’s effective tax rate for the quarter ended June 30, 2023 was impacted by non-deductible expenses and earnings and losses in certain foreign jurisdictions and the impact of the vesting of restricted stock units. The Company’s provision (benefit) for income taxes during interim reporting periods has historically been calculated by applying an estimate of the annual effective tax rate for the full year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. When projected “ordinary” income or loss for the full year is close to breakeven, the estimated annual effective tax rate can become volatile due to insignificant changes, resulting in an unreliable estimate of tax for the reporting period. In such instances, the Company will calculate the interim income tax provision or benefit using a discrete effective tax rate method, as allowed by ASC 740-270 “Income Taxes, Interim Reporting,” based solely on the year-to-date pretax income or loss as adjusted for permanent differences on a pro rata basis.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2024
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 8—COMMITMENTS AND CONTINGENCIES The Company is subject to contingencies which arise through the ordinary course of business. All material liabilities of which management is aware are properly reflected in the financial statements as of June 30, 2024 and December 31, 2023. Ventana Research Contingent Consideration As of June 30, 2024, the Company has recorded a liability of $1.5 million representing the estimated fair value of contingent consideration related to the acquisition of Ventana Research, of which $0.8 million was classified as current and included in accrued expenses on the condensed consolidated balance sheet. The Company paid $0.2 million in April 2024 related to 2023 performance. Change 4 Growth Contingent Consideration As of June 30, 2024, the Company has recorded a liability of $2.0 million representing the estimated fair value of contingent consideration related to the acquisition of Change 4 Growth, of which $2.0 million was classified as current and included in accrued expenses on the condensed consolidated balance sheet. The Company paid $2.2 million in April 2024, which was comprised of $1.5 million of cash consideration and $0.7 million of shares of ISG common stock related to 2023 performance.

SEGMENT AND GEOGRAPHICAL INFORM

SEGMENT AND GEOGRAPHICAL INFORMATION	6 Months Ended
SEGMENT AND GEOGRAPHICAL INFORMATION	Jun. 30, 2024
SEGMENT AND GEOGRAPHICAL INFORMATION
SEGMENT AND GEOGRAPHICAL INFORMATION	NOTE 9—SEGMENT AND GEOGRAPHICAL INFORMATION The Company operates as one reportable segment consisting primarily of fact-based sourcing advisory services. The Company operates principally in the Americas, Europe and Asia Pacific. Geographical revenue information for the segment is as follows: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Revenues Americas $ 39,981 $ 42,273 $ 80,821 $ 90,680 Europe 18,801 24,354 36,598 47,407 Asia Pacific 5,481 7,982 11,113 15,008 $ 64,263 $ 74,609 $ 128,532 $ 153,095 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 by service line for the purposes of making operating decisions or allocating resources.

FINANCING ARRANGEMENTS AND LONG

FINANCING ARRANGEMENTS AND LONG-TERM DEBT	6 Months Ended
FINANCING ARRANGEMENTS AND LONG-TERM DEBT	Jun. 30, 2024
FINANCING ARRANGEMENTS AND LONG-TERM DEBT
FINANCING ARRANGEMENTS AND LONG-TERM DEBT	NOTE 10—FINANCING ARRANGEMENTS AND LONG-TERM DEBT On February 22, 2023, the Company amended and restated its senior secured credit facility to increase the revolving commitments per the revolving facility from $54.0 million to $140.0 million and eliminate its term loan (as further amended, the “2023 Credit Agreement”). The material terms under the 2023 Credit Agreement are as follows. Capitalized terms used but not defined herein have the meanings ascribed to them in the 2023 Credit Agreement: ● The revolving credit facility has a maturity date of February 22, 2028. ● The credit facility is secured by all of the equity interests owned by the Company, and its direct and indirect domestic subsidiaries and, subject to agreed exceptions, the Company’s direct and indirect “first-tier” foreign subsidiaries, and a perfected first priority security interest in all of the Company’s and its direct and indirect domestic subsidiaries’ tangible and intangible assets. ● The Company’s direct and indirect existing and future wholly owned domestic subsidiaries serve as guarantors to the Company’s obligations under the senior secured facility. ● At the Company’s option, the credit facility bears interest at a rate per annum equal to either (i) the “Base Rate” (which is the highest of (a) the rate publicly announced from time to time by the administrative agent as its “prime rate”, (b) the Federal Funds Rate plus 0.5% per annum and (c) Term SOFR, plus 1.0% ), plus the applicable margin (as defined below), or (ii) Term SOFR (which is the Term SOFR screen rate for the relevant interest period plus a credit spread adjustment of 0.10% ) as determined by the administrative agent, plus the applicable margin. The applicable margin is adjusted quarterly based upon the Company’s consolidated leverage ratio. For the first six months of 2024, the applicable margin was increased to a percentage equal to 1% for the revolving loans maintained as Base Rate loans or 2% for the revolving loans maintained as Term SOFR loans. ● The senior secured credit facility contains a number of covenants that, among other things, place restrictions on matters customarily restricted in senior secured credit facilities, including restrictions on indebtedness (including guarantee obligations), liens, fundamental changes, sales or dispositions of property or assets, investments (including loans, advances, guarantees and acquisitions), transactions with affiliates, dividends and other payments in respect of capital stock, optional payments and modifications of other material debt instruments, negative pledges and agreements restricting subsidiary distributions and changes in line of business. In addition, the Company is required to comply with a consolidated leverage ratio and consolidated interest coverage ratio. ● The senior secured credit facility contains customary events of default, including cross-default to other material agreements, judgment default and change of control. The Company’s financial statements include outstanding borrowings of approximately $74.2 million and $79.2 million as of June 30, 2024 and December 31, 2023, respectively, 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 was approximately $74.8 million and $79.8 million as of June 30, 2024 and December 31, 2023, 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 was 7.4% and 6.9% as of June 30, 2024 and December 31, 2023, respectively. The Company also considered recent transactions of peer group companies for similar instruments with comparable terms and maturities as well as an analysis of current market conditions and interest rates. During the six months ended June 30, 2024, the Company borrowed $5.0 million and repaid $10.0 million of the revolver loan. The Company is currently in compliance with its financial covenants.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2024
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11—SUBSEQUENT EVENTS On August 2, 2024, the Company’s Board of Directors (the “Board”) approved a third-quarter dividend of $0.045 per share, payable October 4, 2024, to shareholders of record as of September 6, 2024. The dividends are accounted for as a decrease to Stockholders’ Equity. All future dividends will be subject to the Board’s approval.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 2,038	$ 2,333	$ (1,351)	$ 5,824

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified	false
Non-Rule 10b5-1 Arrangement Modified	false

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 control 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 are not limited to: allowance for credit losses, useful lives of furniture, fixtures and equipment and definite lived intangible assets, depreciation expense, fair value assumptions in evaluating goodwill for impairment, income taxes and deferred tax asset valuation and the valuation of stock-based compensation.
Restricted Cash	Restricted Cash Restricted cash consists of cash and cash equivalents which the Company has committed for rent deposits and are not available for general corporate purposes.
Fair Value	Fair Value The carrying value of the Company’s cash and cash equivalents, receivables, accounts payable, other current liabilities and accrued interest approximated their fair values as of June 30, 2024 and December 31, 2023 due to the short-term nature of these accounts. 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. The following tables summarize the assets and liabilities (as applicable) measured at fair value on a recurring basis at the dates indicated: Basis of Fair Value Measurements June 30, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 99 $ — $ — $ 99 Total $ 99 $ — $ — $ 99 Liabilities: Contingent consideration (1) $ — $ — $ 3,594 $ 3,594 Total $ — $ — $ 3,594 $ 3,594 Basis of Fair Value Measurements December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 7,067 $ — $ — $ 7,067 Total $ 7,067 $ — $ — $ 7,067 Liabilities: Contingent consideration (1) $ — $ — $ 5,894 $ 5,894 Total $ — $ — $ 5,894 $ 5,894 (1) The current and noncurrent contingent consideration are included in “Accrued expenses and other current liabilities” and “Other liabilities,” respectively, as of June 30, 2024 and December 31, 2023. The following table represents the change in the contingent consideration liability during the six months ended June 30, 2024: Six Months Ended June 30, 2024 Beginning Balance $ 5,894 Change 4 Growth contingent consideration payment (2,200) Ventana contingent consideration payment (157) Accretion of contingent consideration 57 Ending Balance $ 3,594 The Company’s accompanying unaudited condensed consolidated financial instruments include outstanding borrowings of approximately $74.2 million and $79.2 million as of June 30, 2024, and December 31, 2023, respectively, 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 was approximately $74.8 million and $79.8 million as of June 30, 2024 and December 31, 2023, 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 was 7.4% and 6.9% as of June 30, 2024 and December 31, 2023, respectively. The Company also considered recent transactions of peer group companies for similar instruments with comparable terms and maturities as well as an analysis of current market conditions and interest rates.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Income Taxes In December 2023, the Financial Accounting Standards Board (“FASB”) issued updated guidance to enhance the transparency of income tax disclosure by requiring disaggregated information about an entity’s effective tax rate reconciliation, as well as information on taxes paid. This updated guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact on our consolidated financial statements. Segment Reporting In November 2023, the FASB issued amended guidance on segment reporting to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. This amended guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Company is currently evaluating the impact on our consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of assets measured at fair value on a recurring basis	Basis of Fair Value Measurements June 30, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 99 $ — $ — $ 99 Total $ 99 $ — $ — $ 99 Liabilities: Contingent consideration (1) $ — $ — $ 3,594 $ 3,594 Total $ — $ — $ 3,594 $ 3,594 Basis of Fair Value Measurements December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 7,067 $ — $ — $ 7,067 Total $ 7,067 $ — $ — $ 7,067 Liabilities: Contingent consideration (1) $ — $ — $ 5,894 $ 5,894 Total $ — $ — $ 5,894 $ 5,894 (1) The current and noncurrent contingent consideration are included in “Accrued expenses and other current liabilities” and “Other liabilities,” respectively, as of June 30, 2024 and December 31, 2023.
Schedule of change in the contingent consideration liability	Six Months Ended June 30, 2024 Beginning Balance $ 5,894 Change 4 Growth contingent consideration payment (2,200) Ventana contingent consideration payment (157) Accretion of contingent consideration 57 Ending Balance $ 3,594

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	6 Months Ended
ACQUISITIONS (Tables)	Jun. 30, 2024
Ventana Research
Business Acquisition
Schedule of consideration transferred and the amounts of identified assets acquired, and liabilities assumed as of the Agreement date	Cash $ 1,000 Contingent consideration 1,657 Total allocable purchase price $ 2,657 Accounts receivable $ 404 Intangible assets 1,400 Contract liabilities (1,362) Net assets acquired $ 442 Goodwill $ 2,215
Schedule of purchase price assigned to intangible assets and the amortization period	Purchase Price Estimated Allocation Useful Lives Amortizable intangible assets: Trademark and trade name $ 600 3 years Customer relationships 700 7 years Noncompete agreements 100 2 years Total intangible assets $ 1,400
Change 4 Growth
Business Acquisition
Schedule of consideration transferred and the amounts of identified assets acquired, and liabilities assumed as of the Agreement date	Cash $ 3,450 Accrued working capital adjustment 378 ISG common stock 600 Contingent consideration 5,560 Total allocable purchase price $ 9,988 Accounts receivable and contract assets $ 1,841 Intangible assets 4,300 Accounts payable and accrued expense (428) Contract liabilities (85) Net assets acquired $ 5,628 Goodwill $ 4,360
Schedule of purchase price assigned to intangible assets and the amortization period	Purchase Price Estimated Allocation Useful Lives Amortizable intangible assets: Trademark and trade name $ 1,100 3 years Customer relationships 2,900 8 years Noncompete agreements 300 2 years Total intangible assets $ 4,300

REVENUE (Tables)

REVENUE (Tables)	6 Months Ended
REVENUE (Tables)	Jun. 30, 2024
REVENUE
Schedule of contract assets and contract liabilities	June 30, December 31, 2024 2023 Contract assets $ 26,287 $ 30,176 Contract liabilities $ 8,892 $ 9,521

NET INCOME PER COMMON SHARE (Ta

NET INCOME PER COMMON SHARE (Tables)	6 Months Ended
NET INCOME PER COMMON SHARE (Tables)	Jun. 30, 2024
NET INCOME PER COMMON SHARE
Schedule of computation of basic and diluted earnings per share	Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Basic: Net income (loss) $ 2,038 $ 2,333 $ (1,351) $ 5,824 Weighted average common shares 48,798 48,476 48,645 48,457 Earnings (loss) per share $ 0.04 $ 0.05 $ (0.03) $ 0.12 Diluted: Net income (loss) $ 2,038 $ 2,333 $ (1,351) $ 5,824 Basic weighted average common shares 48,798 48,476 48,645 48,457 Potential common shares 779 1,841 — 1,845 Diluted weighted average common shares 49,577 50,317 48,645 50,302 Diluted earnings (loss) per share $ 0.04 $ 0.05 $ (0.03) $ 0.12

SEGMENT AND GEOGRAPHICAL INFO_2

SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)	6 Months Ended
SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)	Jun. 30, 2024
SEGMENT AND GEOGRAPHICAL INFORMATION
Schedule of geographical revenue information for the segment	Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Revenues Americas $ 39,981 $ 42,273 $ 80,821 $ 90,680 Europe 18,801 24,354 36,598 47,407 Asia Pacific 5,481 7,982 11,113 15,008 $ 64,263 $ 74,609 $ 128,532 $ 153,095

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - Minimum	Jun. 30, 2024 employee client country
Number of clients	900
Number of clients from top 100 enterprises in the markets	75
Number of digital-ready professionals \| employee	1,500
Number of countries \| country	20

BASIS OF PRESENTATION (Details)

BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2022	Jun. 30, 2024	Jun. 30, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue incorrectly recognized			$ 500
Revenues	$ 64,263	$ 74,609		$ 128,532	$ 153,095
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenues				$ (500)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Liabilities:
Contingent consideration	$ 3,594		$ 5,894
Change in the contingent consideration liability
Beginning Balance	5,894
Contingent consideration payment	(1,657)	$ (1,460)
Accretion of contingent consideration	57
Ending Balance	3,594
Outstanding borrowings	74,200		79,200
Fair value of outstanding borrowing	$ 74,800		$ 79,800
Debt instrument, valuation technique, extensible list	us-gaap:ValuationTechniqueDiscountedCashFlowMember		us-gaap:ValuationTechniqueDiscountedCashFlowMember
Debt instrument, measurement input, extensible list	us-gaap:MeasurementInputDiscountRateMember		us-gaap:MeasurementInputDiscountRateMember
Debt instrument, measurement input	0.074		0.069
Change 4 Growth
Change in the contingent consideration liability
Contingent consideration payment	$ (2,200)
Ventana Research, Inc
Liabilities:
Contingent consideration	1,500
Change in the contingent consideration liability
Contingent consideration payment	(157)
Ending Balance	1,500
Recurring
Assets:
Cash equivalents	99		$ 7,067
Total	99		7,067
Liabilities:
Contingent consideration	3,594		5,894
Total	3,594		5,894
Change in the contingent consideration liability
Beginning Balance	5,894
Ending Balance	3,594
Recurring \| Level 1
Assets:
Cash equivalents	99		7,067
Total	99		7,067
Recurring \| Level 3
Liabilities:
Contingent consideration	3,594		5,894
Total	3,594		$ 5,894
Change in the contingent consideration liability
Beginning Balance	5,894
Ending Balance	$ 3,594

ACQUISITIONS - Total allocable

ACQUISITIONS - Total allocable purchase price (Details) - USD ($) $ in Thousands			1 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Apr. 30, 2024
Ventana Research
Business Acquisition [Line Items]
Cash consideration	$ 1,000
Cash	1,000
Contingent consideration	1,657
Total allocable purchase price	$ 2,657
Change 4 Growth
Business Acquisition [Line Items]
Cash consideration		$ 3,800	$ 1,500
Cash		3,450
Accrued working capital adjustment		378
ISG common stock		600
Contingent consideration		5,560
Total allocable purchase price		$ 9,988

ACQUISITIONS - Recognized ident

ACQUISITIONS - Recognized identifiable assets acquired and liabilities assumed and acquisition costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Oct. 31, 2023	Oct. 31, 2022
Identified assets acquired, and liabilities assumed
Goodwill	$ 97,232		$ 97,158
Ventana Research
Identified assets acquired, and liabilities assumed
Accounts receivable				$ 404
Intangible assets				1,400
Contract liabilities				(1,362)
Net assets acquired				442
Goodwill				$ 2,215
Acquisition related cost	$ 100
Change 4 Growth
Identified assets acquired, and liabilities assumed
Accounts receivable and contract assets					$ 1,841
Intangible assets					4,300
Accounts payable and accrued expense					(428)
Contract liabilities					(85)
Net assets acquired					5,628
Goodwill					$ 4,360
Acquisition related cost		$ 200

ACQUISITIONS - Amortizable inta

ACQUISITIONS - Amortizable intangible assets and period (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Oct. 31, 2022
Ventana Research
Amortizable intangible assets:
Total intangible assets	$ 1,400
Ventana Research \| Trademark and trade name
Amortizable intangible assets:
Total intangible assets	$ 600
Estimated useful life	3 years
Ventana Research \| Customer relationships
Amortizable intangible assets:
Total intangible assets	$ 700
Estimated useful life	7 years
Ventana Research \| Noncompete agreements
Amortizable intangible assets:
Total intangible assets	$ 100
Estimated useful life	2 years
Change 4 Growth, LLC
Amortizable intangible assets:
Total intangible assets		$ 4,300
Change 4 Growth, LLC \| Trademark and trade name
Amortizable intangible assets:
Total intangible assets		$ 1,100
Estimated useful life		3 years
Change 4 Growth, LLC \| Customer relationships
Amortizable intangible assets:
Total intangible assets		$ 2,900
Estimated useful life		8 years
Change 4 Growth, LLC \| Noncompete agreements
Amortizable intangible assets:
Total intangible assets		$ 300
Estimated useful life		2 years

REVENUE - Contract Balances (De

REVENUE - Contract Balances (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
REVENUE
Contract assets	$ 26,287	$ 30,176
Contract liabilities	$ 8,892	$ 9,521

REVENUE - Narrative (Details)

REVENUE - Narrative (Details) $ in Millions	3 Months Ended	6 Months Ended
REVENUE - Narrative (Details) $ in Millions	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)
REVENUE
Revenue recognized, included in contract liability balance	$ 1.9	$ 7.6
Remaining performance obligations	$ 118.9	$ 118.9

NET INCOME PER COMMON SHARE - A

NET INCOME PER COMMON SHARE - Antidilutive Securities (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Restricted Stock Units
Antidilutive securities
Securities considered antidilutive (in shares)	1.8	0.6	4.7	0.7

NET INCOME PER COMMON SHARE - C

NET INCOME PER COMMON SHARE - Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Basic:
Net income (loss)	$ 2,038	$ 2,333	$ (1,351)	$ 5,824
Weighted average common shares (in shares)	48,798	48,476	48,645	48,457
Earnings (loss) per share (in dollars per share)	$ 0.04	$ 0.05	$ (0.03)	$ 0.12
Diluted:
Net income (loss)	$ 2,038	$ 2,333	$ (1,351)	$ 5,824
Basic weighted average common shares (in shares)	48,798	48,476	48,645	48,457
Potential common shares (in shares)	779	1,841		1,845
Diluted weighted average common shares (in shares)	49,577	50,317	48,645	50,302
Diluted earnings (loss) per share (in dollars per share)	$ 0.04	$ 0.05	$ (0.03)	$ 0.12

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
INCOME TAXES
Effective income tax rates (as a percent)	12%	37.10%	(3.70%)	34.70%
Pretax income and loss	$ 2,317	$ 3,709	$ (1,303)	$ 8,913

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands			1 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Apr. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Contingent Consideration
Contingent consideration				$ 3,594	$ 5,894
Ventana Research
Contingent Consideration
Contingent consideration				1,500
Contingent consideration current				800
Payment of contingent consideration related to the acquisition			$ 200
Cash consideration	$ 1,000
Change 4 Growth Acquisition
Contingent Consideration
Contingent consideration				2,000
Contingent consideration current				$ 2,000
Change 4 Growth
Contingent Consideration
Payment of contingent consideration related to the acquisition			2,200
Cash consideration		$ 3,800	1,500
Common stock			$ 700

SEGMENT AND GEOGRAPHICAL INFO_3

SEGMENT AND GEOGRAPHICAL INFORMATION (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) segment	Jun. 30, 2023 USD ($)
Segment and geographical information
Number of segments \| segment			1
Revenues	$ 64,263	$ 74,609	$ 128,532	$ 153,095
Americas
Segment and geographical information
Revenues	39,981	42,273	80,821	90,680
Europe
Segment and geographical information
Revenues	18,801	24,354	36,598	47,407
Asia Pacific
Segment and geographical information
Revenues	$ 5,481	$ 7,982	$ 11,113	$ 15,008

FINANCING ARRANGEMENTS AND LO_2

FINANCING ARRANGEMENTS AND LONG-TERM DEBT (Details) $ in Thousands		6 Months Ended
	Feb. 22, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Feb. 21, 2023 USD ($)
FINANCING ARRANGEMENTS AND LONG-TERM DEBT
Outstanding borrowings		$ 74,200		$ 79,200
Fair value of outstanding borrowing		$ 74,800		$ 79,800
Debt Instrument, Valuation Technique [Extensible List]		us-gaap:ValuationTechniqueDiscountedCashFlowMember		us-gaap:ValuationTechniqueDiscountedCashFlowMember
Debt Instrument, Measurement Input [Extensible List]		us-gaap:MeasurementInputDiscountRateMember		us-gaap:MeasurementInputDiscountRateMember
Debt instrument, measurement input		0.074		0.069
Borrowing against revolver		$ 5,000	$ 79,175
Revolver repaid		$ 10,000	$ 79,175
Credit Agreement 2023 \| Base Rate
FINANCING ARRANGEMENTS AND LONG-TERM DEBT
Applicable margin (as a percent)		1%
Credit Agreement 2023 \| Federal Funds Rate
FINANCING ARRANGEMENTS AND LONG-TERM DEBT
Applicable margin (as a percent)	0.50%
Credit Agreement 2023 \| Secured Overnight Financing Rate (SOFR)
FINANCING ARRANGEMENTS AND LONG-TERM DEBT
Applicable margin (as a percent)	1%	2%
Credit Spread Adjustment Percentage	0.10%
Credit Agreement 2023 \| Revolving Credit Facility
FINANCING ARRANGEMENTS AND LONG-TERM DEBT
Maximum borrowing capacity	$ 140,000				$ 54,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Aug. 02, 2024 $ / shares
Subsequent Event
SUBSEQUENT EVENT
Dividend approved (in US$ per share)	$ 0.045