Information Services Group Inc. - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, 2022


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

For the transition period from to

Commission File Number 001-33287

INFORMATION SERVICES GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware		20-5261587
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

2187 Atlantic Street
Stamford, CT 06902
(Address of principal executive offices and zip code)

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

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


Title of each class	Trading symbol	Name of each exchange on which registered
Shares of Common Stock, $0.001 par value	III	The Nasdaq Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ◻		Accelerated filer ☒		Non-accelerated filer ◻		Smaller reporting company ☒
						Emerging growth company ☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at October 28, 2022
Common Stock, $0.001 par value		47,999,741 shares

CAUTIONARY NOTE REGARDING

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10–Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. The actual results of ISG may vary materially from those expected or anticipated in these forward-looking statements. The realization of such forward-looking statements may be impacted by certain important unanticipated factors. Because of these and other factors that may affect ISG’s operating results, past performance should not be considered as an indicator of future performance, and investors should not use historical results to anticipate results or trends in future periods. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers should carefully review the risk factors described in this and other documents that ISG files from time to time with the Securities and Exchange Commission, including subsequent Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.

PART I — FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS (UNAUDITED)

INFORMATION SERVICES GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except par value)


	September 30,		December 31,
	2022		2021
ASSETS
Current assets
Cash and cash equivalents	$	19,749	$	47,521
Accounts receivable and contract assets, net of allowance of $354 and $40, respectively		71,993		64,344
Prepaid expenses and other current assets		6,201		4,245
Total current assets		97,943		116,110
Restricted cash		76		88
Furniture, fixtures and equipment, net		5,742		5,293
Right-of-use lease assets		3,417		5,293
Goodwill		90,414		90,790
Intangible assets, net		10,820		12,410
Deferred tax assets		3,578		2,197
Other assets		2,017		4,613
Total assets	$	214,007	$	236,794
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	9,698	$	16,162
Current maturities of long-term debt		4,300		4,300
Contract liabilities		7,056		7,049
Accrued expenses and other current liabilities		22,554		29,327
Total current liabilities		43,608		56,838
Long-term debt, net of current maturities		66,435		69,490
Deferred tax liabilities		2,864		2,824
Operating lease liabilities		2,370		3,481
Other liabilities		5,088		5,768
Total liabilities		120,365		138,401
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; 49,362 shares issued and 47,934 outstanding at September 30, 2022 and 49,362 shares issued and 48,856 outstanding at December 31, 2021		49		49
Additional paid-in capital		227,493		237,628
Treasury stock (1,428 and 506 common shares, respectively, at cost)		(9,131)		(3,871)
Accumulated other comprehensive loss		(11,739)		(6,940)
Accumulated deficit		(113,030)		(128,473)
Total stockholders’ equity		93,642		98,393
Total liabilities and stockholders’ equity	$	214,007	$	236,794

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

INFORMATION SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share data)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenues	$	68,836	$	71,095	$	212,100	$	208,263
Operating expenses
Direct costs and expenses for advisors		39,786		43,249		125,111		127,412
Selling, general and administrative		20,334		19,236		60,806		58,768
Depreciation and amortization		1,286		1,347		3,872		3,962
Operating income		7,430		7,263		22,311		18,121
Interest income		37		65		126		196
Interest expense		(824)		(538)		(1,997)		(1,794)
Foreign currency transaction gain (loss)		131		1		248		(2)
Income before taxes		6,774		6,791		20,688		16,521
Income tax provision		1,218		2,370		5,245		4,570
Net income	$	5,556	$	4,421	$	15,443	$	11,951
Weighted average shares outstanding:
Basic		47,888		48,751		48,191		48,521
Diluted		49,844		51,510		50,637		51,713
Earnings per share:
Basic	$	0.12	$	0.09	$	0.32	$	0.25
Diluted	$	0.11	$	0.09	$	0.30	$	0.23
Comprehensive income:
Net income	$	5,556	$	4,421	$	15,443	$	11,951
Foreign currency translation, net of tax benefit of $629, $303, $1,515, and $579, respectively		(1,997)		(960)		(4,799)		(1,812)
Comprehensive income	$	3,559	$	3,461	$	10,644	$	10,139

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

INFORMATION SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In thousands)


								Accumulated
				Additional				Other				Total
	Common Stock			Paid-in-		Treasury		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Stock		Loss		Deficit		Equity
Balance June 30, 2022	49,362	$	49	$	232,994	$	(10,523)	$	(9,742)	$	(118,586)	$	94,192
Net Income	—		—		—		—		—		5,556		5,556
Other comprehensive loss	—		—		—		—		(1,997)		—		(1,997)
Treasury shares repurchased	—		—		—		(4,281)		—		—		(4,281)
Proceeds from issuance of ESPP shares	—		—		(36)		283		—		—		247
Issuance of treasury shares for RSUs vested	—		—		(5,390)		5,390		—		—		—
Accrued dividends on unvested shares	—		—		(13)		—		—		—		(13)
Cash dividends paid to shareholders ($0.04 per share)	—		—		(2,049)		—		—		—		(2,049)
Stock based compensation	—		—		1,987		—		—		—		1,987
Balance September 30, 2022	49,362	$	49	$	227,493	$	(9,131)	$	(11,739)	$	(113,030)	$	93,642


								Accumulated
				Additional				Other				Total
	Common Stock			Paid-in-		Treasury		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Stock		Loss		Deficit		Equity
Balance December 31, 2021	49,362	$	49	$	237,628	$	(3,871)	$	(6,940)	$	(128,473)	$	98,393
Net Income	—		—		—		—		—		15,443		15,443
Other comprehensive loss	—		—		—		—		(4,799)		—		(4,799)
Treasury shares repurchased	—		—		—		(15,804)		—		—		(15,804)
Proceeds from issuance of ESPP shares	—		—		(136)		831		—		—		695
Issuance of treasury shares for RSUs vested	—		—		(9,713)		9,713		—		—		—
Accrued dividends on unvested shares	—		—		(270)		—		—		—		(270)
Cash dividends paid to shareholders ($0.11 per share)	—		—		(5,448)		—		—		—		(5,448)
Stock based compensation	—		—		5,432		—		—		—		5,432
Balance September 30, 2022	49,362	$	49	$	227,493	$	(9,131)	$	(11,739)	$	(113,030)	$	93,642


								Accumulated
				Additional				Other				Total
	Common Stock			Paid-in-		Treasury		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Stock		Loss		Deficit		Equity
Balance June 30, 2021	49,362	$	49	$	243,710	$	(4,883)	$	(5,523)	$	(136,472)	$	96,881
Net Income	—		—		—		—		—		4,421		4,421
Other comprehensive loss	—		—		—		—		(960)		—		(960)
Treasury shares repurchased	—		—		—		(2,142)		—		—		(2,142)
Proceeds from issuance of ESPP shares	—		—		26		136		—		—		162
Issuance of treasury shares for RSUs vested	—		—		(4,289)		4,289		—		—		—
Issuance of common stock for RSUs vested	—		—		—		—		—		—		—
Accrued dividends on unvested shares	—		—		(95)		—		—		—		(95)
Cash dividends paid to shareholders ($0.03 per share)	—		—		(1,489)		—		—		—		(1,489)
Stock based compensation	—		—		1,499		—		—		—		1,499
Balance September 30, 2021	49,362	$	49	$	239,362	$	(2,600)	$	(6,483)	$	(132,051)	$	98,277


								Accumulated
				Additional				Other				Total
	Common Stock			Paid-in-		Treasury		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Stock		Loss		Deficit		Equity
Balance December 31, 2020	48,297	$	48	$	248,018	$	(256)	$	(4,671)	$	(144,002)	$	99,137
Net income	—		—		—		—		—		11,951		11,951
Other comprehensive income	—		—		—		—		(1,812)		—		(1,812)
Treasury shares repurchased	—		—		—		(13,358)		—		—		(13,358)
Proceeds from issuance of ESPP shares	—		—		47		402		—		—		449
Issuance of treasury shares	—		—		(10,612)		10,612		—		—		—
Issuance of common stock for RSUs vested	1,065		1		(1)		—		—		—		—
Accrued dividends on unvested shares	—		—		(225)		—		—		—		(225)
Cash dividends paid to shareholders ($0.06 per share)	—		—		(2,940)		—		—		—		(2,940)
Stock based compensation	—		—		5,075		—		—		—		5,075
Balance September 30, 2021	49,362	$	49	$	239,362	$	(2,600)	$	(6,483)	$	(132,051)	$	98,277

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

INFORMATION SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(In thousands)


	Nine Months Ended
	September 30,
	2022		2021
Cash flows from operating activities
Net income	$	15,443	$	11,951
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		2,292		1,961
Amortization of intangible assets		1,580		2,001
Deferred tax benefit from stock issuances		(1,248)		(2,155)
Amortization of deferred financing costs		257		267
Stock-based compensation		5,432		5,075
Change in fair value of contingent consideration		1,420		113
Provisions (benefits) for accounts receivable		314		(152)
Deferred tax provision		1,426		2,873
Changes in operating assets and liabilities:
Accounts receivable and contract assets		(6,763)		1,889
Prepaid expense and other assets		623		1,718
Accounts payable		(6,853)		4,080
Contract liabilities		7		1,863
Accrued expenses and other liabilities		(9,335)		7,980
Net cash provided by operating activities		4,595		39,464
Cash flows from investing activities
Purchase of furniture, fixtures and equipment		(2,614)		(1,500)
Net cash used in investing activities		(2,614)		(1,500)
Cash flows from financing activities
Principal payments on borrowings		(3,225)		(3,225)
Proceeds from issuance of employee stock purchase plan shares		695		449
Payments related to tax withholding for stock-based compensation		(3,734)		(6,738)
Payment of contingent consideration		(1,000)		—
Cash dividends paid to shareholders		(5,448)		(2,940)
Treasury shares repurchased		(12,070)		(13,358)
Net cash used in financing activities		(24,782)		(25,812)
Effect of exchange rate changes on cash		(4,983)		(1,383)
Net (decrease) increase in cash, cash equivalents, and restricted cash		(27,784)		10,769
Cash, cash equivalents, and restricted cash, beginning of period		47,609		43,825
Cash, cash equivalents, and restricted cash, end of period	$	19,825	$	54,594

Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	1,543	$	1,496
Taxes, net of refunds	$	10,761	$	2,622

Non-cash investing and financing activities:
Issuance of treasury stock for vested restricted stock awards	$	9,713	$	10,612

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

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in thousands, except per share data)

(unaudited)

NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Information Services Group, Inc. (the “Company”, or “ISG”) is a leading global technology research and advisory firm. A trusted business partner to over 800 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 firm specializes in digital transformation services, including automation, cloud and data analytics; sourcing advisory; managed governance and risk services; network carrier services; technology strategy and operations design; change management; market intelligence and technology research and analysis. Founded in 2006, and based in Stamford, Conn., ISG employs more than 1,300 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.

NOTE 2—BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021, 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 September 30, 2022 and the results of operations for the three and nine months ended September 30, 2022 and 2021 and the cash flows for the nine months ended September 30, 2022 and 2021. The condensed consolidated balance sheet as of December 31, 2021 has been derived from the Company’s audited consolidated financial statements. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

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, 2021, which are included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC.

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 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 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.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)

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 at September 30, 2022 and December 31, 2021 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 primarily consist of measurements to contingent consideration 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
	September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	18	$	—	$	—	$	18
Total	$	18	$	—	$	—	$	18


	Basis of Fair Value Measurements
	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	1,018	$	—	$	—	$	1,018
Total	$	1,018	$	—	$	—	$	1,018

Liabilities:
Contingent consideration ⁽¹⁾	$	—	$	—	$	2,420	$	2,420
Total	$	—	$	—	$	2,420	$	2,420

⁽¹⁾Contingent consideration is included in “Accrued expenses and other current liabilities” as of December 31, 2021.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)

The contingent consideration associated with the 2020 acquisition of Neuralify was fully paid in July 2022.

The following table represents the change in the contingent consideration liability during the nine months ended September 30, 2022:


	Nine Months Ended
	September 30,
	2022
Beginning Balance	$	2,420
Neuralify earnout adjustment⁽¹⁾		(1,420)
Neuralify earnout payment		(1,000)
Ending Balance	$	—

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

The Company’s financial instruments include outstanding borrowings of $71.3 million at September 30, 2022 and $74.5 million at December 31, 2021, 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 $69.1 million and $73.6 million at September 30, 2022 and December 31, 2021, 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 is 5.3% and 2.0% at September 30, 2022 and December 31, 2021, 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.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses and additional disclosures. As a smaller reporting company, this guidance is effective for fiscal years beginning after December 15, 2022, which is not expected to have a material impact on the Company’s consolidated financial statements.

NOTE 4—ACQUISITIONS

Neuralify Acquisition

On July 8, 2020, a subsidiary of the Company executed an Asset Purchase Agreement with Neuralify, LLC (“the Agreement”), a firm focused on intelligent automation enablement solutions and services, and consummated the acquisition of substantially all of the assets and assumed certain liabilities of Neuralify, LLC. The primary reason for the acquisition was to expand the capabilities of ISG’s pure-play automation service line, ISG Automation. The purchase price was comprised of $2.3 million of cash consideration paid at closing and certain former employees of Neuralify, LLC also had the right to receive additional consideration paid via earn-out payments during the next 18 months, if certain financial targets were met. In October 2021, the 18-month period was extended six months to July 2022. On the date of the Agreement, the Company estimated such earn-out payments would be up to $4.9 million.

The following table summarizes the consideration transferred to acquire Neuralify, LLC and the amounts of identified assets acquired, and liabilities assumed, as of the Agreement date:

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)


Cash	$	2,282
Contingent consideration		4,900
Total allocable purchase price	$	7,182

The primary factors that drove the goodwill recognized, the majority of which is deductible for tax purposes, are the inclusion of legacy Neuralify workforce and know-how which expands the Company’s pure-play automation service line, ISG Automation.

This 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	$	226
Contract assets		1
Intangible assets		1,970
Accounts payable		(79)
Contract liabilities		(280)
Net assets acquired	$	1,838

Goodwill	$	5,344

Agreemint Acquisition

On March 28, 2022, ISG executed an asset purchase agreement for the purchase of substantially all of the assets of Agreemint, which is an automated, platform-based contracting solution that will enhance the value of ISG GovernX and our other platform solutions now in development. We determined the transaction to be an asset acquisition, as substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset: the software and related intellectual property rights. The cash paid for the acquisition as of the balance sheet date is reflected in Cash flows from investing activities of the Statement of Cash Flows. The related software acquired, which is capitalized within “Furniture, fixtures and equipment, net”, will be depreciated over four years when put into service at the end of the transition period underway to integrate the offering with our ISG GovernX cloud solution.

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, not distinct. For contracts with multiple performance obligations, including our managed service (GovernX) implementation, software and implementation, and research and subscription contracts, 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.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)

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 results 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.


	September 30,		December 31,
	2022		2021
Contract assets	$	28,584	$	18,639
Contract liabilities	$	7,056	$	7,049

Revenue recognized for the three and nine months ended September 30, 2022 that was included in the contract liability balance at January 1, 2022 was $0.7 million and $6.4 million, respectively, and represented primarily revenue from our fixed fee and subscription contracts.

Remaining Performance Obligations

As of September 30, 2022, the Company had $123.4 million of remaining performance obligations, the majority of which are expected to be satisfied within the next twelve months.

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 both the three and nine months ended September 30, 2022, 0.0 million restricted stock units, respectively, have not been considered in the diluted earnings per share calculation, as the effect would be anti-dilutive.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)

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


	Three Months Ended September 30,				Nine Months Ended September 30,

	2022		2021		2022		2021
Basic:
Net income	$	5,556	$	4,421	$	15,443	$	11,951
Weighted average common shares		47,888		48,751		48,191		48,521
Earnings per share	$	0.12	$	0.09	$	0.32	$	0.25
Diluted:
Net income	$	5,556	$	4,421	$	15,443	$	11,951

Basic weighted average common shares		47,888		48,751		48,191		48,521
Potential common shares		1,956		2,759		2,446		3,192
Diluted weighted average common shares		49,844		51,510		50,637		51,713
Diluted earnings per share	$	0.11	$	0.09	$	0.30	$	0.23

NOTE 7—INCOME TAXES

The Company’s effective tax rate for the three and nine months ended September 30, 2022 was 18.0% and 25.4% based on pretax income of $6.8 million and $20.7 million, respectively. The Company’s effective tax rate for the quarter ended September 30, 2022 was impacted by the earnings and losses in certain foreign jurisdictions and the impact of vesting of restricted stock units. The Company’s effective tax rate for the three and nine months ended September 30, 2021 was 34.9% and 27.7%. The difference was primarily due to the impact of earnings and losses in certain foreign jurisdictions and the impact of vesting of restricted stock units.

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 at September 30, 2022 and December 31, 2021.

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				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenues
Americas	$	42,174	$	42,825	$	123,059	$	121,254
Europe		19,321		20,138		66,039		66,595
Asia Pacific		7,341		8,132		23,002		20,414
	$	68,836	$	71,095	$	212,100	$	208,263

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)

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.

NOTE 10—FINANCING ARRANGEMENTS AND LONG-TERM DEBT

On March 10, 2020, the Company amended and restated its senior secured credit facility to include a $86.0 million term facility and to increase the revolving commitments per the revolving facility (as amended by that certain First Amendment to Credit Agreement, dated as of June 1, 2022, the “2020 Credit Agreement”) from $30.0 million to $54.0 million. The material terms under the 2020 Credit Agreement are as follows:

●

Each of the term loan facility and revolving credit facility has a maturity date of March 10, 2025 (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 nineteen consecutive quarterly installments of $1,075,000 each that commenced on June 30, 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 net proceeds from issuances of debt and equity by the Company and its subsidiaries and (ii) 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.

The Company’s financial statements include outstanding borrowings of $71.3 million and $74.5 million at September 30, 2022 and December 31, 2021, 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 is approximately $69.1 million and $73.6 million at September 30, 2022 and December 31, 2021, respectively. The fair values of debt have been

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)

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 is 5.3% and 2.0% at September 30, 2022 and December 31, 2021, 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. As of September 30, 2022 and December 31, 2021, there were no outstanding borrowings under the revolver.

The Company is currently in compliance with its financial covenants.

NOTE 11—SUBSEQUENT EVENT

On October 31, 2022, a subsidiary of the Company executed an Asset Purchase Agreement with Change 4 Growth, LLC and consummated the acquisition of substantially all of the assets, and assumed certain liabilities, of Change 4 Growth, LLC. The purchase price was comprised of $3.0 million of cash consideration paid at closing, $0.6 million of shares of ISG common stock issued promptly after closing and Change 4 Growth, LLC will also have the right to receive additional consideration paid via earn-out payments during the next 26 months, if certain financial targets are met.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with our financial statements and related notes included elsewhere in this report. Except for historical information, the discussion in this report contains certain forward-looking statements that involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. In some cases, you can identify forward-looking statements by terminology, such as “may,” “should,” “could,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “forecast” and similar expressions (or the negative of such expressions.) Forward-looking statements include statements concerning 2022 revenue growth rates and capital expenditures. Forward-looking statements are based on our beliefs as well as assumptions based on information currently available to us, including financial and operational information, the volatility of our stock price, current competitive conditions and the impact of COVID-19. As a result, these statements are subject to various risks and uncertainties. For a discussion of material risks and uncertainties that the Company faces, see the discussion in our 2021 Annual Report on Form 10-K titled “Risk Factors” and in this Quarterly Report on Form 10-Q under Item 1A of Part II, “Risk Factors.”

BUSINESS OVERVIEW

ISG (Information Services Group) (Nasdaq: III) is a leading global technology research and advisory firm. A trusted business partner to over 800 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 firm specializes in digital transformation services, including automation, cloud and data analytics; sourcing advisory; managed governance and risk services; network carrier services; technology strategy and operations design; change management; market intelligence and technology research and analysis. Founded in 2006, and based in Stamford, Conn., ISG employs more than 1,300 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.

Our strategy is to strengthen our existing market position and develop new services and products to support future growth plans. As a result, we are focused on growing our existing service model, expanding geographically, developing new industry sectors, productizing market data assets, expanding our managed services offerings and growing via acquisitions. Although we do not expect any adverse conditions that will impact our ability to execute against our strategy over the next twelve months, the more significant factors that could limit our ability to grow in these areas include global macro-economic conditions and the impact on the overall sourcing market, competition, our ability to retain advisors and reductions in discretionary spending with our top client accounts or other significant client events. Other areas that could impact the business would also include natural disasters, pandemics, such as COVID-19, legislative and regulatory changes and capital market disruptions.

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. Revenues for services rendered are recognized on a time and materials basis or on a fixed fee or capped fee basis in accordance with accounting and disclosure requirements for revenue recognition.

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.

We also derive our revenues from certain recurring revenue streams. These include such annuity-based ISG offerings as ISG GovernX, Research, Software as a Subscription (Automation licenses), ISG Inform and the multi-year Public Sector contracts. These offerings are characterized by subscriptions (i.e., renewal centric as opposed to project centric revenue streams) or, in some instances, multi-year contracts. Our digital services now span a volume of offerings and have become

embedded as part of even our traditional transaction services. Digital enablement provides capabilities, digital insights and better engagement with clients and partners.

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

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

Revenues

Geographical revenue information for the segment is as follows:


	Three Months Ended September 30,
							Percent
Geographic Area	2022		2021		Change		Change

	(in thousands)
Americas	$	42,174	$	42,825	$	(651)	(2)	%
Europe		19,321		20,138		(817)	(4)	%
Asia Pacific		7,341		8,132		(791)	(10)	%
Total revenues	$	68,836	$	71,095	$	(2,259)	(3)	%

Revenues decreased $2.3 million for the third quarter of 2022. The decrease in revenue in the Americas was primarily attributable to a decrease in our Automation service line, partially offset by an increase in our Network & Software Advisory Services (NaSa), Advisory, Research, and GovernX service lines. The decrease in revenue in Europe was primarily attributable to a decrease in our Automation and Research service lines, partially offset by an increase in our GovernX and NaSa service lines. The decrease in revenue in Asia Pacific was primarily attributable to a decrease in our Advisory service line, partially offset by an increase in our GovernX and NaSa service lines. The translation of foreign currency revenues into U.S. dollars negatively impacted performance in Europe and Asia Pacific compared to the prior year by $4.0 million.

Operating Expenses

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


	Three Months Ended September 30,
							Percent
Operating Expenses	2022		2021		Change		Change

	(in thousands)
Direct costs and expenses for advisors	$	39,786	$	43,249	$	(3,463)	(8)	%
Selling, general and administrative		20,334		19,236		1,098	6	%
Depreciation and amortization		1,286		1,347		(61)	(5)	%
Total operating expenses	$	61,406	$	63,832	$	(2,426)	(4)	%

Total operating expenses decreased $2.4 million, or approximately 4%, for the third quarter of 2022. The decrease in operating expenses was primarily due to lower: contract labor of $2.7 million and license fees of $1.5 million. These costs

were partially offset by higher: travel and entertainment expense of $0.9 million, non-cash stock compensation of $0.5 million, and professional fees of $0.4 million.

Compensation costs consist of a mix of fixed and variable salaries, annual bonuses, benefits and profit sharing plan contributions. A portion of compensation expenses for certain billable employees are allocated between direct costs and selling, general and administrative costs based on relative time spent between billable and non-billable activities. Bonus compensation is determined based on achievement against Company financial and individual targets and is accrued monthly throughout the year based on management’s estimates of target achievement. Statutory and elective profit sharing plans are offered to employees as appropriate. Direct costs also include employee taxes, health insurance, workers compensation and disability insurance.

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

We maintain a comprehensive program for training and professional development. Related expenses include product training, updates on new service offerings or methodologies and development of project management skills. Also included in training and professional development are expenses associated with the development, enhancement and maintenance of our proprietary methodologies and tools and the systems that support them.

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

Depreciation and amortization expense in the third quarter of 2022 and 2021 was $1.3 million, respectively. Our fixed assets consist of furniture, fixtures, equipment (mainly personal computers) and leasehold improvements. Depreciation expense is generally computed by applying the straight-line method over the estimated useful lives of assets. We also capitalize certain costs associated with the purchase and development of internal-use software, system conversions and website development costs. These costs are amortized over the estimated useful life of the software or system.

We amortize our intangible assets (e.g. client relationships and databases) over their estimated useful lives. Goodwill related to acquisitions is not amortized, but is subject to annual impairment testing and interim impairment tests, if triggering events are identified.

Other Income (Expense), Net

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


	Three Months Ended September 30,
							Percent
Other income (expense), net	2022		2021		Change		Change

	(in thousands)
Interest income	$	37	$	65	$	(28)	(43)	%
Interest expense		(824)		(538)		(286)	(53)	%
Foreign currency transaction gain		131		1		130	13,000	%
Total other income (expense), net	$	(656)	$	(472)	$	(184)	(39)	%

The total increase of $0.2 million, or approximately 39%, was primarily the result of higher interest expense attributable to higher interest rates, partially offset by higher foreign currency transaction gains.

Income Tax Expense

Our quarterly effective tax rate varies from period to period based on the mix of earnings among the various state and foreign tax jurisdictions in which business is conducted and the level of non-deductible expenses projected to be incurred during the current fiscal year. Our effective tax rate for the quarter ended September 30, 2022 was 18.0% compared to 34.9% for the quarter ended September 30, 2021. The difference for the quarter ended September 30, 2022 was primarily due to the impact of earnings and losses in certain foreign jurisdictions and the impact of vesting of restricted stock units. The Company’s effective tax rate for the quarter ended September 30, 2022 was lower than the statutory rate primarily due to the impact of vesting of restricted stock units. There were no significant changes in uncertain tax position reserves or valuation allowances during the quarter ended September 30, 2022.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

Revenues

Geographical revenue information for the segment is as follows:


	Nine Months Ended September 30,
							Percent
Geographic Area	2022		2021		Change		Change

	(in thousands)
Americas	$	123,059	$	121,254	$	1,805	1	%
Europe		66,039		66,595		(556)	(1)	%
Asia Pacific		23,002		20,414		2,588	13	%
Total revenues	$	212,100	$	208,263	$	3,837	2	%

Revenues increased $3.8 million, or approximately 2%, for the nine months of 2022. The increase in revenue in the Americas was primarily attributable to an increase in our Research, GovernX and NaSa service lines, partially offset by a decrease in our Automation service line. The decrease in revenue in Europe was primarily attributable to a decrease in our NaSa service line, partially offset by an increase in our GovernX service line. The increase in revenue in Asia Pacific was primarily attributable to an increase in our Advisory and NaSa service lines. The translation of foreign currency revenues into U.S. dollars negatively impacted performance in Europe and Asia Pacific compared to the prior year by $9.5 million.

Operating Expenses

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


	Nine Months Ended September 30,
							Percent
Operating Expenses	2022		2021		Change		Change

	(in thousands)
Direct costs and expenses for advisors	$	125,111	$	127,412	$	(2,301)	(2)	%
Selling, general and administrative		60,806		58,768		2,038	3	%
Depreciation and amortization		3,872		3,962		(90)	(2)	%
Total operating expenses	$	189,789	$	190,142	$	(353)	(0)	%

Total operating expenses decreased $0.4 million for the nine months of 2022. The decrease in operating expenses were primarily due to lower: contract labor of $4.6 million, license fees of $1.7 million, change in fair value of contingent consideration of $1.4 million, and severance, and integration and other expense of $0.9 million. These costs were partially offset by higher: travel and entertainment expense of $2.6 million, compensation costs of $2.1 million, event related expenses of $1.1 million, professional fees of $0.7 million, bad debt expense of $0.5 million, computer expenses of $0.5 million and non-cash stock compensation of $0.4 million.

Depreciation and amortization expense in the nine months of 2022 and 2021 was $3.9 million and $4.0 million, respectively. Our fixed assets consist of furniture, fixtures, equipment (mainly personal computers) and leasehold improvements. Depreciation expense is generally computed by applying the straight-line method over the estimated useful lives of assets. We also capitalize certain costs associated with the purchase and development of internal-use software, system conversions and website development costs. These costs are amortized over the estimated useful life of the software or system.

We amortize our intangible assets (e.g. client relationships and databases) over their estimated useful lives. Goodwill related to acquisitions is not amortized but is subject to annual impairment testing and interim impairment tests, if triggering events are identified.

Other Income (Expense), Net

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


	Nine Months Ended September 30,
							Percent
Other income (expense), net	2022		2021		Change		Change

	(in thousands)
Interest income	$	126	$	196	$	(70)	(36)	%
Interest expense		(1,997)		(1,794)		(203)	(11)	%
Foreign currency transaction gain (loss)		248		(2)		250	12,500	%
Total other income (expense), net	$	(1,623)	$	(1,600)	$	(23)	(1)	%

The total increase of approximately 1%, was primarily the result of higher interest expense attributable to higher interest rates, partially offset by higher foreign currency transaction gains.

Income Tax Expense

Our quarterly effective tax rate varies from period to period based on the mix of earnings among the various state and foreign tax jurisdictions in which business is conducted and the level of non-deductible expenses projected to be incurred during the current fiscal year. Our effective tax rate for the nine months ended September 30, 2022 was 25.4% compared to 27.7% for the nine months ended September 30, 2021. The difference for the nine months ended September 30, 2022 was primarily due to the impact of earnings and losses in certain foreign jurisdictions and the impact of vesting of restricted stock units. The Company’s effective tax rate for the nine months ended September 30, 2022 was higher than the statutory rate primarily due to the impact of foreign operations. There were no significant changes in uncertain tax position reserves or valuation allowances during the quarter ended September 30, 2022.

NON-GAAP FINANCIAL PRESENTATION

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

NON-GAAP FINANCIAL MEASURES

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

	(in thousands)
Net income	$	5,556	$	4,421	$	15,443	$	11,951
Interest expense (net of interest income)		787		473		1,871		1,598
Income taxes		1,218		2,370		5,245		4,570
Depreciation and amortization		1,286		1,347		3,872		3,962
Interest accretion associated with contingent consideration		—		47		8		113
Acquisition-related costs ⁽¹⁾		25		18		41		(14)
Severance, integration and other expense		8		41		458		1,341
Foreign currency transaction (gain) loss		(131)		(1)		(248)		2
Non-cash stock compensation		1,987		1,499		5,432		5,075
Adjusted EBITDA	$	10,736	$	10,215	$	32,122	$	28,598


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

	(in thousands)
Net income	$	5,556	$	4,421	$	15,443	$	11,951
Non-cash stock compensation		1,987		1,499		5,432		5,075
Intangible amortization		525		643		1,580		2,001
Interest accretion associated with contingent consideration		—		47		8		113
Acquisition-related costs ⁽¹⁾		25		18		41		(14)
Severance, integration and other expense		8		41		458		1,341
Foreign currency transaction (gain) loss		(131)		(1)		(248)		2
Tax effect ⁽²⁾		(772)		(719)		(2,327)		(2,726)
Adjusted net income	$	7,198	$	5,949	$	20,387	$	17,743


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income per diluted share	$	0.11	$	0.09	$	0.30	$	0.23
Non-cash stock compensation		0.04		0.03		0.11		0.10
Intangible amortization		0.01		0.01		0.03		0.04
Interest accretion associated with contingent consideration		0.00		0.00		0.00		0.00
Acquisition-related costs ⁽¹⁾		0.00		0.00		0.00		(0.00)
Severance, integration and other expense		0.00		0.00		0.01		0.02
Foreign currency transaction (gain) loss		(0.00)		(0.00)		(0.00)		0.00
Tax effect ⁽²⁾		(0.02)		(0.01)		(0.05)		(0.05)
Adjusted net income per diluted share	$	0.14	$	0.12	$	0.40	$	0.34

_________________________________

(1)

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

(2)

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

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our primary sources of liquidity are cash flows from operations, existing cash and cash equivalents and our revolving credit facility. Operating assets and liabilities consist primarily of receivables from billed and unbilled services, accounts payable, accrued expenses, and accrued payroll and related benefits. The volume of billings and timing of collections and payments affect these account balances.

As of September 30, 2022, our cash, cash equivalents and restricted cash were $19.8 million, a net decrease of $27.8 million from December 31, 2021, which was primarily attributable to the following:

●

net cash provided by operating activities of $4.6 million;

●

treasury shares repurchased of $12.1 million;

●

cash dividends paid to shareholders of $5.4 million;

●

negative effects of exchange rate changes of $5.0 million;

●

principal payments on borrowings of $3.2 million;

●

purchase of furniture, fixtures and equipment of $2.6 million; and

●

payments related to tax withholding for stock-based compensation of $3.7 million.

Capital Resources

●

Each of the term loan facility and revolving credit facility has a maturity date of March 10, 2025 (the “Maturity Date”).

●

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.

●

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 $71.3 million at September 30, 2022 and $74.5 million at December 31, 2021, 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 $69.1 million and $73.6 million at September 30, 2022 and December 31, 2021, 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 is 5.3% and 2.0% at September 30, 2022 and December 31, 2021, 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. As of September 30, 2022 and December 31, 2021, there were no outstanding borrowings under the revolver.

We anticipate that our current cash and the ongoing cash flows from our operations will be adequate to meet our working capital, capital expenditure, and debt financing needs for at least the next twelve months. The anticipated cash needs of our business could change significantly if we pursue and complete additional business acquisitions, if our business plans change, if economic conditions change from those currently prevailing or from those now anticipated, or if other unexpected circumstances arise that may have a material effect on the cash flow or profitability of our business, including the potential impacts of the COVID-19 pandemic and the severity of the related economic downturn and length of time of an economic recovery. If we require additional capital resources to grow our business, either internally or through acquisition, or maintain liquidity, we may seek to sell additional equity securities or to secure additional debt financing. The sale of additional equity securities or certain forms of debt financing could result in additional dilution to our stockholders. We may not be able to obtain financing arrangements in amounts or on terms acceptable to us in the future.

The Company is currently in compliance with its financial covenants.

Dividend Program

In May 2022, the Company announced it will pay a quarterly dividend of $0.04 per share of common stock. The Company expects to pay a total cash dividend of $0.16 per share for the four quarters ending March 2023. On November 1, 2022, the Board of Directors approved the fourth-quarter dividend of $0.04 per share, payable December 19, 2022, to shareholders of record as of December 5, 2022. The dividends are accounted for as a decrease to Stockholders’ Equity. All future dividends will be subject to Board approval.

Off-Balance Sheet Arrangements

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

Recently Issued Accounting Pronouncements

See Note 3 to our condensed consolidated financial statements included elsewhere in this report.

Critical Accounting Policies and Accounting Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements. We prepare these financial statements in conformity with U.S. generally accepted accounting principles. As such, we are required to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience, available information and various other assumptions we believe to be reasonable under the circumstances. On an on-going basis, we evaluate our estimates; however, actual results may differ from these estimates under different assumptions or conditions. There have been no material changes or developments in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be Critical Accounting Policies and Estimates as disclosed in our Annual Report on Form 10-K, for the year ended December 31, 2021.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this item.

ITEM 4.CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 as amended (the “Exchange Act”) is recorded, processed,

summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2022, as required by the Rule 13a-15(b) under the Exchange Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2022.

Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

The risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 have not materially changed.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Dividend Program

Issuer Purchases of Equity Securities

The Company has approximately $7.3 million in aggregate available under its share repurchase program as of September 30, 2022. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, pursuant to a Rule 10b5-1 repurchase plan or by other means in accordance with federal securities laws. The timing and the amount of any repurchases will be determined by the Company’s management based on its evaluation of market conditions, capital allocation alternatives, and other factors. There is no guarantee as to the number of shares that will be repurchased, and the repurchase program may be extended, suspended or discontinued at any time without notice at the Company’s discretion.

The following table details the repurchases that were made during the three months ended September 30, 2022.


				Total Numbers of	Approximate Dollar
				Securities	Value of Securities
	Total Number of	Average		Purchased	That May Yet Be
	Securities	Price per		as Part of Publicly	Purchased Under
Period	Purchased	Securities		Announced Plan	The Plan
	(In thousands)			(In thousands)	(In thousands)

July 1 - July 31	114	$	6.72	114	$	10,776
August 1 - August 31	415	$	6.89	415	$	7,917
September 1 - September 30	115	$	5.68	115	$	7,263

ITEM 6.EXHIBITS

The following exhibits are filed as part of this report:


Exhibit Number		Description
31.1	*	Certification of Chief Executive Officer Pursuant to SEC Rule 13a−14(a)/15d−14(a).
31.2	*	Certification of Chief Financial Officer Pursuant to SEC Rule 13a−14(a)/15d−14(a).
32.1	*	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	*	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	*	The following materials from ISG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheet, (ii) Consolidated Statement of Income and Comprehensive Income, (iii) Consolidated Statement of Cash Flows and (iv) the Notes to Consolidated Financial Statements.
104	*	Cover Page formatted in Inline XBRL and contained in Exhibit 101 attachments.

*	Filed herewith

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	INFORMATION SERVICES GROUP, INC.


Date: November 4, 2022	/s/ Michael P. Connors
	Michael P. Connors, Chairman of the
	Board and Chief Executive Officer


Date: November 4, 2022	/s/ Humberto P. Alfonso
	Humberto P. Alfonso, Executive Vice
	President and Chief Financial Officer