Information Services Group Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) ​ INFORMATION SERVICES GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except par value) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2020 2019 ASSETS ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 38,141 ​ $ 18,153 Accounts receivable and contract assets, net of allowance of $ 749 and $ 343 , respectively ​ 66,239 ​ 77,076 Prepaid expenses and other current assets ​ 4,556 ​ 4,572 Total current assets ​ 108,936 ​ 99,801 Restricted cash ​ 91 ​ 88 Furniture, fixtures and equipment, net ​ 5,003 ​ 6,014 Right-of-use lease assets ​ 4,983 ​ 6,572 Goodwill ​ 90,789 ​ 85,349 Intangible assets, net ​ 15,962 ​ 16,605 Deferred tax assets ​ 3,349 ​ 3,589 Other assets ​ 957 ​ 737 Total assets ​ $ 230,070 ​ $ 218,755 LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 9,410 ​ $ 8,862 Current maturities of long-term debt ​ 4,300 ​ 11,000 Contract liabilities ​ 4,546 ​ 4,935 Accrued expenses and other current liabilities ​ 25,622 ​ 16,454 Total current liabilities ​ 43,878 ​ 41,251 Long-term debt, net of current maturities ​ 74,564 ​ 74,823 Deferred tax liabilities ​ 3,460 ​ 3,472 Operating lease liabilities ​ 3,784 ​ 5,013 Other liabilities ​ 10,772 ​ 4,522 Total liabilities ​ 136,458 ​ 129,081 Commitments and contingencies (Note 9) ​ ​ ​ ​ ​ ​ Stockholders’ equity ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.001 par value; 10,000 shares authorized; none issued ​ — ​ — Common stock, $ 0.001 par value, 100,000 shares authorized; 48,112 shares issued and 47,954 outstanding at September 30, 2020 and 48,112 shares issued and 47,478 outstanding at December 31, 2019 ​ 48 ​ 48 Additional paid-in capital ​ 245,731 ​ 245,572 Treasury stock ( 158 and 634 common shares, respectively, at cost) ​ ( 319 ) ​ ( 2,051 ) Accumulated other comprehensive loss ​ ( 6,398 ) ​ ( 7,138 ) Accumulated deficit ​ ( 145,450 ) ​ ( 146,757 ) Total stockholders’ equity ​ 93,612 ​ 89,674 Total liabilities and stockholders’ equity ​ $ 230,070 ​ $ 218,755 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 2 INFORMATION SERVICES GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2020 2019 ​ 2020 2019 Revenues ​ $ 61,635 ​ $ 68,143 ​ $ 182,739 ​ $ 200,262 Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Direct costs and expenses for advisors ​ 36,762 ​ 37,725 ​ 111,539 ​ 116,636 Selling, general and administrative ​ 20,318 ​ 23,092 ​ 60,792 ​ 70,327 Depreciation and amortization ​ 1,581 ​ 1,672 ​ 4,641 ​ 5,031 Operating income ​ 2,974 ​ 5,654 ​ 5,767 ​ 8,268 Interest income ​ 61 ​ 41 ​ 188 ​ 133 Interest expense ​ ( 687 ) ​ ( 1,598 ) ​ ( 2,890 ) ​ ( 4,763 ) Foreign currency transaction (loss) gain ​ ( 66 ) ​ 7 ​ 14 ​ ( 28 ) Income before taxes ​ 2,282 ​ 4,104 ​ 3,079 ​ 3,610 Income tax provision ​ 227 ​ 2,373 ​ 1,772 ​ 2,363 Net income ​ $ 2,055 ​ $ 1,731 ​ $ 1,307 ​ $ 1,247 Weighted average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 47,880 ​ 47,426 ​ 47,599 ​ 46,704 Diluted ​ 49,908 ​ 48,404 ​ 49,546 ​ 47,204 Earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.04 ​ $ 0.04 ​ $ 0.03 ​ $ 0.03 Diluted ​ $ 0.04 ​ $ 0.04 ​ $ 0.03 ​ $ 0.03 Comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,055 ​ $ 1,731 ​ $ 1,307 ​ $ 1,247 Foreign currency translation, net of tax (expense) benefit of ($ 398 ), $ 294 , ($ 207 ) and $ 309 , respectively. ​ 1,261 ​ ( 927 ) ​ 740 ​ ( 982 ) Comprehensive income ​ $ 3,316 ​ $ 804 ​ $ 2,047 ​ $ 265 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 3 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, 2020 ​ 48,112 ​ $ 48 ​ $ 244,257 ​ $ ( 847 ) ​ $ ( 7,659 ) ​ $ ( 147,505 ) ​ $ 88,294 Net Income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,055 ​ ​ 2,055 Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,261 ​ ​ — ​ ​ 1,261 Treasury shares repurchased ​ — ​ ​ — ​ ​ — ​ ​ ( 277 ) ​ ​ — ​ ​ — ​ ​ ( 277 ) Proceeds from issuance of ESPP shares ​ — ​ ​ — ​ ​ ( 21 ) ​ ​ 141 ​ ​ — ​ ​ — ​ ​ 120 Issuance of treasury shares ​ — ​ ​ — ​ ​ ( 664 ) ​ ​ 664 ​ ​ — ​ ​ — ​ ​ — Stock based compensation ​ — ​ ​ — ​ ​ 2,159 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,159 Balance September 30, 2020 48,112 ​ $ 48 ​ $ 245,731 ​ $ ( 319 ) ​ $ ( 6,398 ) ​ $ ( 145,450 ) ​ $ 93,612 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ ​ Paid-in- ​ ​ Treasury ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ ​ Shares ​ Amount ​ ​ Capital ​ ​ Stock ​ Loss ​ Deficit ​ Equity Balance December 31, 2019 ​ 48,112 ​ $ 48 ​ $ 245,572 ​ $ ( 2,051 ) ​ $ ( 7,138 ) ​ $ ( 146,757 ) ​ $ 89,674 Net Income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,307 ​ ​ 1,307 Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 740 ​ ​ — ​ ​ 740 Treasury shares repurchased ​ — ​ ​ — ​ ​ — ​ ​ ( 5,052 ) ​ ​ — ​ ​ — ​ ​ ( 5,052 ) Proceeds from issuance of ESPP shares ​ — ​ ​ — ​ ​ ( 80 ) ​ ​ 479 ​ ​ — ​ ​ — ​ ​ 399 Issuance of treasury shares ​ — ​ ​ — ​ ​ ( 6,305 ) ​ ​ 6,305 ​ ​ — ​ ​ — ​ ​ — Stock based compensation ​ — ​ ​ — ​ ​ 6,544 ​ ​ — ​ ​ — ​ ​ — ​ ​ 6,544 Balance September 30, 2020 48,112 ​ $ 48 ​ $ 245,731 ​ $ ( 319 ) ​ $ ( 6,398 ) ​ $ ( 145,450 ) ​ $ 93,612 ​ 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ ​ Paid-in- ​ ​ Treasury ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ ​ Shares ​ Amount ​ ​ Capital ​ ​ Stock ​ Loss ​ Deficit ​ Equity Balance June 30, 2019 ​ 48,063 ​ $ 48 ​ $ 241,983 ​ $ ( 3,179 ) ​ $ ( 7,210 ) ​ $ ( 150,582 ) ​ $ 81,060 Net Income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,731 ​ ​ 1,731 Other comprehensive loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 927 ) ​ ​ — ​ ​ ( 927 ) Treasury shares repurchased ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Proceeds from issuance of ESPP shares ​ 51 ​ ​ — ​ ​ 146 ​ ​ — ​ ​ — ​ ​ — ​ ​ 146 Issuance of treasury shares ​ — ​ ​ — ​ ​ ( 847 ) ​ ​ 847 ​ ​ — ​ ​ — ​ ​ — Stock based compensation ​ — ​ ​ — ​ ​ 2,456 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,456 Balance September 30, 2019 48,114 ​ $ 48 ​ $ 243,738 ​ $ ( 2,332 ) ​ $ ( 8,137 ) ​ $ ( 148,851 ) ​ $ 84,466 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ ​ Paid-in- ​ ​ Treasury ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ ​ Shares ​ Amount ​ ​ Capital ​ ​ Stock ​ Loss ​ Deficit ​ Equity Balance December 31, 2018 ​ 45,477 ​ $ 45 ​ $ 235,998 ​ $ ( 203 ) ​ $ ( 7,155 ) ​ $ ( 150,098 ) ​ $ 78,587 Net Income — ​ — ​ — ​ — ​ — ​ 1,247 ​ 1,247 Other comprehensive loss — ​ — ​ — ​ — ​ ( 982 ) ​ — ​ ( 982 ) Treasury shares repurchased — ​ — ​ — ​ ( 2,976 ) ​ — ​ — ​ ( 2,976 ) Proceeds from issuance of ESPP shares 173 ​ — ​ 575 ​ — ​ — ​ — ​ 575 Issuance of treasury shares ​ — ​ ​ — ​ ​ ( 847 ) ​ ​ 847 ​ — ​ — ​ — Issuance of common stock for contingent earn-out ​ 243 ​ 1 ​ 864 ​ ​ — ​ ​ — ​ ​ — ​ ​ 865 Issuance of common stock for RSUs vested 2,221 ​ 2 ​ ( 2 ) ​ ​ — ​ — ​ — ​ — Stock based compensation — ​ — ​ 7,150 ​ ​ — ​ — ​ — ​ 7,150 Balance September 30, 2019 48,114 $ 48 $ 243,738 ​ $ ( 2,332 ) ​ $ ( 8,137 ) ​ $ ( 148,851 ) ​ $ 84,466 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ 5 INFORMATION SERVICES GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ September 30, ​ 2020 2019 Cash flows from operating activities ​ ​ ​ ​ ​ Net income $ 1,307 ​ $ 1,247 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ Depreciation expense 2,023 ​ 2,022 Amortization of intangible assets 2,618 ​ 3,009 Deferred tax expense from stock issuances 972 ​ 172 Write-off of deferred financing costs ​ 167 ​ ​ — Amortization of deferred financing costs 313 ​ 460 Stock-based compensation 6,544 ​ 7,150 Provisions for accounts receivable ​ 599 ​ ​ 738 Deferred tax (benefit) provision ( 984 ) ​ 68 Loss on disposal of fixed assets — ​ 4 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ Accounts receivable and contract assets 10,764 ​ ( 8,090 ) Prepaid expense and other assets 2,134 ​ 1,008 Accounts payable 323 ​ 189 Contract liabilities ( 669 ) ​ ( 2,184 ) Accrued expenses 11,196 ​ 9 Net cash provided by operating activities 37,307 ​ 5,802 Cash flows from investing activities ​ ​ ​ ​ ​ Purchase of furniture, fixtures and equipment ( 795 ) ​ ( 1,115 ) Neuralify acquisition (Note 4) ​ ( 2,282 ) ​ ​ — Net cash used in investing activities ( 3,077 ) ​ ( 1,115 ) Cash flows from financing activities ​ ​ ​ ​ ​ Principal payments on borrowings, net ( 7,013 ) ​ ( 2,688 ) Payment of contingent consideration ​ — ​ ​ ( 865 ) Proceeds from issuance of employee stock purchase plan shares 399 ​ ​ 575 Debt financing costs ( 934 ) ​ ​ — Payments related to tax withholding for stock-based compensation ( 1,909 ) ​ ( 2,732 ) Treasury shares repurchased ( 5,052 ) ​ ( 2,976 ) Net cash used in financing activities ( 14,509 ) ​ ( 8,686 ) Effect of exchange rate changes on cash 270 ​ ( 433 ) Net increase (decrease) in cash, cash equivalents, and restricted cash 19,991 ​ ( 4,432 ) Cash, cash equivalents , and restricted cash, beginning of period 18,241 ​ 18,725 Cash, cash equivalents , and restricted cash , end of period $ 38,232 ​ $ 14,293 ​ ​ ​ ​ ​ ​ Non-cash investing and financing activities: ​ ​ ​ ​ ​ Issuance of treasury stock for vested restricted stock awards $ 6,305 ​ $ 847 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 6 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”) was founded in 2006 with the strategic vision to become a high-growth, leading provider of information-based advisory services. The Company specializes in digital transformation services, including automation, cloud and data analytics; sourcing advisory; managed governance and risk services; network carrier services; technology strategy and operations design; change management; market intelligence and technology research and analysis. ​ NOTE 2—BASIS OF PRESENTATION ​ The accompanying unaudited condensed consolidated financial statements as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019, 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, 2020 and the results of operations for the three and nine months ended September 30, 2020 and 2019 and the cash flows for the nine months ended September 30, 2020 and 2019. The condensed consolidated balance sheet as of December 31, 2019 has been derived from the Company’s audited consolidated financial statements. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. ​ 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, 2019, which are included in the Company’s 2019 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. Additionally, ISG has to determine the nature and timing of the satisfaction of performance obligations, the standalone selling price (“SSP”) of certain performance obligations, among other judgments associated with revenue recognition. Numerous internal and external factors can affect estimates. Estimates are also used for (but not limited to): allowance for doubtful accounts; useful lives of furniture, fixtures and equipment and definite-lived intangible assets; depreciation expense; fair value assumptions in analyzing goodwill and other long-lived assets 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. ​ 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, 2020 and December 31, 2019 due to the short-term nature of these accounts. 7 INFORMATION SERVICES GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued) (tabular amounts in thousands, except per share data) (unaudited) ​ ​ 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 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 measured at fair value on a recurring basis at the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basis of Fair Value Measurements ​ ​ ​ September 30, 2020 ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents $ 17 $ — $ — $ 17 ​ Total $ 17 $ — $ — $ 17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent consideration (1) $ — $ — $ 4,948 $ 4,948 ​ Total $ — $ — $ 4,948 $ 4,948 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basis of Fair Value Measurements ​ ​ ​ December 31, 2019 ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents $ 17 $ — $ — $ 17 ​ Total $ 17 $ — $ — $ 17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent consideration (1) $ — $ — $ — $ — ​ Total $ — $ — $ — $ — ​ (1) Contingent consideration is included in “Other liabilities.” ​ The fair value measurement of this contingent consideration is classified within Level 3 of the fair value hierarchy and reflects the Company’s own assumptions in measuring fair values using the income approach . In developing these 8 INFORMATION SERVICES GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued) (tabular amounts in thousands, except per share data) (unaudited) ​ estimates, the Company considered certain performance projections, historical results, and industry trends. This amount was estimated through a valuation model that incorporated probability-weighted assumptions related to the achievement of these milestones and the likelihood of the Company making payments. These cash outflow projections have then been discounted using a rate of 2.50 %. ​ The following table represents the change in the contingent consideration liability during the nine months ended September 30, 2020 and 2019: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, ​ ​ 2020 2019 Beginning Balance ​ $ — ​ $ 1,703 ​ Neuralify contingent consideration accrued ​ 4,900 ​ — ​ Payment of contingent consideration ​ — ​ ( 1,730 ) ​ Accretion of contingent consideration ​ 48 ​ 30 ​ Unrealized gain (loss) related to currency translation ​ — ​ ( 3 ) ​ Ending Balance ​ $ 4,948 ​ $ — ​ ​ The Company’s financial instruments include outstanding borrowings of $ 79.9 million at September 30, 2020 and $ 86.9 million at December 31, 2019, 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 $ 78.8 million and $ 86.7 million at September 30, 2020 and December 31, 2019, 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 2.48 %. 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. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. ​ NOTE 4 — ACQUISITION ​ Neuralify Acquisition ​ On July 8, 2020, a subsidiary of the Company executed an Asset Purchase Agreement with Neuralify, LLC (“the Agreement”), a market leader in 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 Neuralify, LLC will also have the right to receive additional consideration paid via earn-out payments during the next 18 months , if certain financial targets are met. The Company estimates such earn-out payments will 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: 9 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 ​ Recognized amounts of identifiable assets acquired and liabilities assumed as of the Agreement date: ​ ​ ​ ​ ​ Accounts receivable ​ $ 226 Contract assets ​ 1 Intangible assets ​ 1,970 Accounts payable ​ ( 79 ) Contract liabilities ​ ( 280 ) Net assets acquired ​ $ 1,838 ​ ​ ​ ​ Goodwill ​ $ 5,344 ​ The primary factors that drove the goodwill recognized, the majority of which is deductible for tax purposes, are the inclusion of legacy Neuralify software and workforce which expands the Company’s pure-play automation service line, ISG Automation. ​ Costs associated with this acquisition are included in the selling, general and administrative expenses in the condensed consolidated statement of comprehensive income and totaled $ 0.1 million during the nine months ended September 30, 2020. This business combination was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated on a preliminary basis to the assets acquired and liabilities assumed based on estimated fair values as of the closing date. The purchase price allocations will be finalized after the completion of the valuation of certain intangible assets and any adjustments to the preliminary purchase price allocations are not expected to have a material impact on the Company’s results of operations. Based on the valuation and other factors as described above, the purchase price assigned to intangible assets and the amortization period were as follows: ​ ​ ​ ​ ​ ​ ​ ​ Purchase Price Estimated ​ Allocation Useful Lives Amortizable intangible assets: ​ ​ ​ ​ ​ Trademark and trade names ​ $ 240 3 years Software ​ ​ 160 ​ 7 years Customer relationships ​ ​ 1,560 ​ 7 years Noncompete agreements ​ ​ 10 ​ 2 years Total intangible assets ​ $ 1,970 ​ ​ ​ The Condensed Consolidated Statements of Comprehensive Income includes the results of the Neuralify acquisition subsequent to the closing. Had the acquisition occurred as of January 1, 2019, the impact on the Company’s results of operations would not have been material. ​ ​ 10 INFORMATION SERVICES GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued) (tabular amounts in thousands, except per share data) (unaudited) ​ NOTE 5—GOODWILL ​ The changes in the carrying amount of goodwill for the period ended September 30, 2020 are as follows: ​ ​ ​ ​ ​ Balance as of December 31, 2019 $ 85,349 Neuralify Acquisition ​ 5,344 Foreign currency impact ​ 96 Balance as of September 30, 2020 $ 90,789 ​ ​ NOTE 6—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 implementation and software and implementation contract types, the Company allocates the transaction price to each performance obligation using our best estimate of the standalone selling price, or SSP, of each distinct good or service in the contract. ​ Our contracts may include promises to transfer multiple services and products to a client. Determining whether services and products are considered distinct performance obligations that should be accounted for separately versus together may require judgment. ​ Estimates were required to determine the SSP for each distinct performance obligation identified within our managed service implementation contracts, software and implementation contracts, and research and subscription contracts. ​ 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 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). See the table below for a breakdown of contract assets and contract liabilities. ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ 2020 2019 Contract assets ​ $ 29,569 ​ $ 28,529 Contract liabilities ​ $ 4,546 ​ $ 4,935 ​ Revenue recognized for the three months ended September 30, 2020 that was included in the contract liability balance at July 1, 2020 was $ 2.4 million and represented primarily revenue from our fixed fee and subscription contracts. 11 INFORMATION SERVICES GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued) (tabular amounts in thousands, except per share data) (unaudited) ​ ​ Revenue recognized for the nine months ended September 30, 2020 that was included in the contract liability balance at January 1, 2020 was $ 4.6 million and represented primarily revenue from our fixed fee and subscription contracts. ​ Disaggregation of Revenue ​ The following table presents our revenue disaggregated by geographic area for the three and nine months ended September 30, 2020 and 2019. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Nine Months Ended ​ ​ ​ September 30, ​ ​ September 30, Geographic area ​ 2020 2019 ​ 2020 2019 Americas ​ $ 34,968 ​ $ 40,253 ​ ​ 103,422 ​ $ 118,738 Europe ​ ​ 20,928 ​ ​ 22,558 ​ 64,044 ​ ​ 67,562 Asia Pacific ​ ​ 5,739 ​ ​ 5,332 ​ ​ 15,273 ​ ​ 13,962 ​ ​ $ 61,635 ​ $ 68,143 ​ $ 182,739 ​ $ 200,262 ​ Remaining Performance Obligations As of September 30, 2020, the Company had $ 102.6 million of remaining performance obligations, the majority of which are expected to be satisfied within the next year. NOTE 7—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 nine months ended September 30, 2020, 1.9 million and 3.7 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 tables set forth the computation of basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2020 2019 2020 2019 Basic: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,055 ​ $ 1,731 ​ $ 1,307 ​ $ 1,247 Weighted average common shares ​ 47,880 ​ 47,426 ​ 47,599 ​ 46,704 Earnings per share ​ $ 0.04 ​ $ 0.04 ​ $ 0.03 ​ $ 0.03 Diluted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,055 ​ $ 1,731 ​ $ 1,307 ​ $ 1,247 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic weighted average common shares ​ 47,880 ​ 47,426 ​ 47,599 ​ 46,704 Potential common shares ​ 2,028 ​ 978 ​ 1,947 ​ 500 Diluted weighted average common shares ​ 49,908 ​ 48,404 ​ 49,546 ​ 47,204 Diluted earnings per share ​ $ 0.04 ​ $ 0.04 ​ $ 0.03 ​ $ 0.03 ​ ​ 12 INFORMATION SERVICES GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued) (tabular amounts in thousands, except per share data) (unaudited) ​ NOTE 8—INCOME TAXES ​ The Company’s effective tax rate for the three and nine months ended September 30, 2020 was 9.9 % and 57.6 % based on pretax income of $ 2.3 million and $ 3.1 million, respectively. The Company’s effective tax rate for the quarter ended September 30, 2020 was impacted by the earnings and losses in certain foreign jurisdictions, the impact of a tax law in a foreign jurisdiction, and the impact of vesting of restricted stock units. The Company’s effective tax rate for the three and nine months ended September 30, 2019 was 57.8 % and 65.5 %. The difference was primarily due to the impact of earnings and losses in certain foreign jurisdictions. The Company has recorded the impact of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) signed into law on March 27, 2020. The CARES Act implemented changes to raise the limitation on interest expense current deductibility and leasehold improvement asset classification for bonus depreciation eligibility, which allowed the Company to reduce prior accruals made for its 2019 income tax provision. The tax effect of these changes total $ 0.8 million and are included in Prepaid expenses and other current assets and Deferred tax assets; there is no impact on the Company’s effective tax rate for the three and nine months ended September 30, 2020 as a result of the CARES Act. NOTE 9—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, 2020 and December 31, 2019. ​ Neuralify Contingent Consideration ​ As of September 30, 2020, the Company has recorded a liability of $ 4.9 million representing the estimated fair value of contingent consideration related to the acquisition of Neuralify, all of which is classified as non-current and included in Other liabilities on the consolidated balance sheet. ​ NOTE 10—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, ​ 2020 2019 2020 2019 Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Americas ​ $ 34,968 ​ $ 40,253 ​ $ 103,422 ​ $ 118,738 Europe ​ 20,928 ​ 22,558 ​ 64,044 ​ 67,562 Asia Pacific ​ 5,739 ​ 5,332 ​ 15,273 ​ 13,962 ​ ​ $ 61,635 ​ $ 68,143 ​ $ 182,739 ​ $ 200,262 ​ 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. ​ 13 INFORMATION SERVICES GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued) (tabular amounts in thousands, except per share data) (unaudited) ​ NOTE 11—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 (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 proceeds from asset sales by the Company and its subsidiaries, (ii) 100 % of the net proceeds from issuances of debt and equity by the Company and its subsidiaries and (iii) 100 % of the net proceeds from insurance recovery and condemnation events of the Company and its subsidiaries. ● The senior secured credit facility contains a number of covenants that, among other things, place restrictions on matters customarily restricted in senior secured credit facilities, including restrictions on indebtedness (including guarantee obligations), liens, fundamental changes, sales or disposition of property or assets, investments (including loans, advances, guarantees and acquisitions), transactions with affiliates, dividends and other payments in respect of capital stock, optional payments and modifications of other material debt instruments, negative pledges and agreements restricting subsidiary distributions and changes in line of business. In addition, the Company is required to comply with a total leverage ratio and fixed charge coverage ratio. ● The senior secured credit facility contains customary events of default, including cross-default to other material agreements, judgment default and change of control. The Company’s financial statements include outstanding borrowings of $ 79.9 million and $ 86.9 million at September 30, 2020 and December 31, 2019, 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 $ 78.8 million and $ 86.7 million at September 30, 2020 and December 31, 2019, 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 2.48 %. 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. 14 INFORMATION SERVICES GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued) (tabular amounts in thousands, except per share data) (unaudited) ​ ​ As of September 30, 2020, the total principal outstanding under the term loan facility and revolving credit facility was $ 79.9 million and $ 0.0 million, respectively. The effective interest rate for the term loan facility and revolving credit facility as of September 30, 2020 was 2.48 % and 2.40 %, respectively. ​ NOTE 12 - RISKS AND UNCERTAINTIES ​ On March 11, 2020, the World Health Organization declared the coronavirus (COVID-19) a pandemic, following the rapid spread of the disease from where it was first diagnosed, in China, to nations worldwide. The outbreak sparked responses across countries, states and cities worldwide to enforce various measures of social distancing and shelter-in-place orders and temporary closure of non-essential businesses to reduce further transmission of the virus. As a result of these measures, the US and global markets have seen significant disruption, the extent and duration of which remains highly uncertain. ​ The impact of COVID-19 pandemic continues to evolve and, therefore, the Company cannot predict with certainty the extent to which the pandemic will negatively impact our results of operations, cash flows and financial position, liquidity and ability to remain in compliance with our financial covenants. In the third quarter of 2020, the Company experienced a year-over-year revenue decline and this impact is expected to continue through at least the fourth quarter of 2020. Given the uncertainty of the marketplace, the Company has implemented business continuity plans to ensure that the Company is able to remain fully operational with a remote workforce, conducted financial modeling scenarios in order to ensure prudent cost containment, and has proactively implemented a series of cash conservation measures. These measures include actions taken in the second and third quarter of 2020 to reduce personnel costs and other operating expenses, including reductions in staffing and contractor levels, vendor spending, travel, and other measures. ​ The Company has financial covenants underlying its debt which require an adjusted EBITDA to Debt ratio of 3.25 . In light of the pandemic, there is uncertainty regarding the marketplace demand for the Company’s services and thus the Company’s future revenue generation. Accordingly, in light of this uncertainty, the Company has developed plans to further reduce operating expenses to the extent more prolonged revenue shortfalls are experienced which would prevent the Company from complying with its financial covenants. ​ Management's plans would allow the Company to generate sufficient cash flows to reduce the Company's outstanding net debt and enable the Company to comply with the terms of its debt arrangements. Accordingly, the Company believes that based upon current facts and circumstances, its existing cash coupled with the cash flows generated from operations will be sufficient to meet its cash needs for 12 months from the date of issuance of these financial statements. ​ NOTE 13 — RESTRUCTURING CHARGES ​ 2020 Restructuring Plan ​ In the third quarter of 2020, the Company took restructuring actions to lower our operating expenses structurally and permanently relative to revenue and to accelerate the transformation of our business (the “September 2020 Plan”). Most of these actions are based on our recent experience and learning in the COVID-19 pandemic and a resulting review of our operations, which continues to address certain operating expenses such as occupancy expense and salaries and related expenses. ​ A summary of the activity affecting the Company's accrued contractual termination benefit liability for the period ended September 30, 2020 is as follows: ​ 15 INFORMATION SERVICES GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued) (tabular amounts in thousands, except per share data) (unaudited) ​ ​ ​ ​ ​ ​ September 2020 Plan Balance at June 30, 2020 $ — Amounts accrued ​ 1,362 Amounts paid/incurred ​ ( 1,069 ) Balance at September 30, 2020 $ 293 ​ The $ 1.4 million of net restructuring charges was primarily related to contractual termination benefits, and was recorded in selling, general and administrative expenses. We expect that the remaining actions of the September 2020 Plan will be completed over the next three months . ​ ​ ​ ​ 16 ​