What changed in this filing

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Item 1. Financial Statements

2025-05-09 compared with 2024-11-08 · 107 added, 230 removed, 217 unchanged (61% of the section changed)

3 unchanged sentences

(In thousands, except par value)

September 30,

Current assets

2 unchanged sentences

Prepaid expenses and other current assets

Held for sale current assets

Total current assets

4 unchanged sentences

Deferred tax assets

Held for sale non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

3 unchanged sentences

Accrued expenses and other current liabilities

Held for sale current liabilities

Total current liabilities

Long-term debt

Long-term debt, net of current maturities

Deferred tax liabilities

1 unchanged sentence

Other liabilities

Held for sale non-current liabilities

Total liabilities

5 unchanged sentences

100,000 shares authorized;

49,658 shares issued and 49,018 outstanding at September 30, 2024 and 49,472 shares issued and 48,653 outstanding at December 31, 2023

49,658 shares issued and 48,111 outstanding at March 31, 2025 and 49,658 shares issued and 48,542 outstanding at December 31, 2024

Additional paid-in capital

9 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Operating expenses

2 unchanged sentences

Depreciation and amortization

Operating income

Operating income (loss)

Interest income

Interest expense

Foreign currency transaction loss

Income before taxes

Income tax provision

Foreign currency transaction gain (loss)

Income (loss) before taxes

Income tax provision (benefit)

Net income (loss)

11 unchanged sentences

Stockholders’

Balance June 30, 2024

Other comprehensive income

Treasury shares repurchased

Proceeds from issuance of employee stock purchase plan (ESPP) shares

Issuance of treasury shares for RSUs vested

Accrued dividends on unvested shares

Dividend payable

Cash dividends paid to shareholders ($ 0.045 per share)

Stock based compensation

Balance September 30, 2024

Comprehensive

Stockholders’

Balance December 31, 2024

1 unchanged sentence

Treasury shares repurchased

Proceeds from issuance of ESPP shares

Issuance of treasury shares for RSUs vested

Issuance of shares for Change 4 Growth

Accrued dividends on unvested shares

Dividend payable

Cash dividends paid to shareholders ($ 0.09 per share)

Stock based compensation

Balance September 30, 2024

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

INFORMATION SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share data)

Comprehensive

Stockholders’

Balance June 30, 2023

Other comprehensive loss

Treasury shares repurchased

Proceeds from issuance of ESPP shares

Proceeds from issuance of employee stock purchase plan (ESPP) shares

Issuance of treasury shares for RSUs vested

2 unchanged sentences

Stock based compensation

Balance September 30, 2023

Balance March 31, 2025

Comprehensive

2 unchanged sentences

Other comprehensive loss

Impact of change in accounting policy

Treasury shares repurchased

4 unchanged sentences

Stock based compensation

Balance September 30, 2023

Balance March 31, 2024

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

2 unchanged sentences

(In thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities

Net (loss) income

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Depreciation expense

Amortization of intangible assets

Deferred tax expense from stock issuances

Write-off of deferred financing costs

Deferred tax expense (benefit) from stock issuances

Amortization of deferred financing costs

16 unchanged sentences

Repayment of outstanding debt (Note 9)

Additional proceeds from the sale of the automation business

Proceeds from issuance of employee stock purchase plan shares

Debt financing costs

Payments related to tax withholding for stock-based compensation

Payment of contingent consideration

Cash dividends paid to shareholders

16 unchanged sentences

Information Services Group, Inc.

III) (the “Company,” “ISG,” “we,” “us” or “our”) is a leading global technology research and advisory firm.

A trusted business partner to more than 900 clients, including more than 75 of the top 100 enterprises in our markets, ISG is committed to helping corporations, public sector organizations and service and technology providers achieve operational excellence and faster growth.

The Company specializes in digital transformation services, including automation, cloud and data analytics;

sourcing advisory;

managed governance and risk services;

network carrier services;

technology strategy and operations design;

change management;

market intelligence and technology research and analysis.

Based in Stamford, Connecticut, ISG employs over 1,500 digital-ready professionals operating in more than 20 countries—a global team known for its innovative thinking, market influence, deep industry and technology expertise and world-class research and analytical capabilities based on the industry’s most comprehensive marketplace data.

(the “Company” or “ISG”) is a global AI-centered technology research and advisory firm.

A trusted partner to more than 900 clients, including 75 of the world’s top 100 enterprises, ISG is a long-time leader in technology and business services that is now at the forefront of leveraging AI to help organizations achieve operational excellence and faster growth.

The firm, founded in 2006, is known for its proprietary market data, in-depth knowledge of provider ecosystems, and the expertise of its 1,300 professionals worldwide working together to help clients maximize the value of their technology investments .

For more information, visit www.isg-one.com.

The content on our website is available for informational purposes only.

The content on the Company’s website is available for informational purposes only.

It should not be relied upon for investment purposes, nor is it incorporated by reference into this Form 10-Q or any other filings.

The Company was founded in 2006 with the strategic vision to become a high-growth, leading provider of information-based advisory services.

We continue to believe that our vision will be realized through the acquisition, integration and successful operation of market-leading brands within the data, analytics and advisory industry.

The Company was founded with the strategic vision to become a high-growth, leading provider of information-based advisory services and continues to believe that its vision will be realized through the acquisition, integration and successful operation of market-leading brands within the data, analytics and advisory industry.

NOTE 2—BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and pursuant to Form 10-Q and Article 10 of Regulation S-X.

In the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are considered necessary for a fair statement of the financial position of the Company as of September 30, 2024, the results of operations for the three and nine months ended September 30, 2024 and 2023 and the cash flows for the nine months ended September 30, 2024 and 2023.

In the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are considered necessary for a fair statement of the financial position of the Company as of March 31, 2025, the results of operations for the three months ended March 31, 2025 and 2024 and the cash flows for the three months ended March 31, 2025 and 2024.

The condensed consolidated balance sheet as of December 31, 2024 has been derived from the Company’s audited consolidated financial statements.

Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

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, 2024, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.

Out-of-Period Adjustment

In conjunction with the Company’s close process for the second quarter of 2024, management identified a $ 0.5 million error related to revenue incorrectly recognized during the third quarter of 2022.

Accordingly, the Company recorded a $ 0.5 million adjustment in the prior quarter to reduce revenue.

Management evaluated the pre-tax impact of this error of $ 0.5 million on the Company’s previously reported interim and annual financial statements for Q3 2022 and full year 2022 and determined that the error was not material to any previously issued financial statements and that the out-of-period adjustment in the second quarter was not material for the three and six months period ended June 30, 2024.

The error is also not material to the nine months ended September 30, 2024 and is not expected to be material to the forecasted 2024 annual period.

S a le of Automation Business Line

Based on the achievement of certain contractual requirements for the year ended December 31, 2024, during the first quarter of 2025, the Company received additional proceeds in cash from the sale of its Automation business line from UST Global Inc.

of $ 2.0 million.

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

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.

Actual results may differ

from those estimates.

The complexity of the estimation process and issues related to the assumptions, risks and uncertainties inherent in the application of the revenue recognition guidance for contracts in which control is transferred to the customer over time affect the amounts of revenues, expenses, contract assets and contract liabilities.

Numerous internal and external factors can affect estimates.

Estimates are also used for but are not limited to:

allowance for credit losses, useful lives of furniture, fixtures and equipment and definite lived intangible assets, depreciation expense, fair value assumptions in evaluating goodwill for impairment, income taxes and deferred tax asset valuation and the valuation of stock-based compensation.

Estimates are also used for but are not limited to allowance for credit losses, useful lives of furniture, fixtures and equipment and definite lived intangible assets, depreciation expense, fair value assumptions in evaluating goodwill for impairment, income taxes and deferred tax asset valuation and the valuation of stock-based compensation.

Restricted Cash

Restricted cash consists of cash and cash equivalents which the Company has committed for rent deposits and are not available for general corporate purposes.

The carrying value of the Company’s cash and cash equivalents, receivables, accounts payable, other current liabilities and accrued interest approximated their fair values as of September 30, 2024 and December 31, 2023 due to the short-term nature of these accounts.

Fair value measurements were applied with respect to our nonfinancial assets and liabilities measured on a nonrecurring basis, which would consist of measurements primarily to goodwill, intangible assets and other long-lived assets and assets acquired and liabilities assumed in a business combination.

The carrying value of the Company’s cash and cash equivalents, receivables, accounts payable, other current liabilities and accrued interest approximated their fair values as of March 31, 2025 and December 31, 2024 due to the short-term nature of these accounts.

Fair value measurements were applied with respect to the Company’s non-financial assets and liabilities measured on a nonrecurring basis, which would consist of measurements primarily to goodwill, intangible assets and other long-lived assets and assets acquired and liabilities assumed in a business combination.

Fair value is the price that would be received upon a sale of an asset or paid upon a transfer of a liability in an orderly transaction between market participants at the measurement date (exit price).

8 unchanged sentences

Basis of Fair Value Measurements

September 30, 2024

March 31, 2025

Cash equivalents

4 unchanged sentences

Contingent consideration (1)

(1) The current and noncurrent contingent consideration are included in “Accrued expenses and other current liabilities” and “Other liabilities,” respectively, as of September 30, 2024 and December 31, 2023.

The following table represents the change in the contingent consideration liability during the nine months ended September 30, 2024:

Nine Months Ended

September 30,

(1) The current and noncurrent contingent consideration are included in “Accrued expenses and other current liabilities” and “Other liabilities,” respectively, as of March 31, 2025 and December 31, 2024.

The following table represents the change in contingent consideration liability during the three months ended March 31, 2025:

Three Months Ended

Beginning Balance

Change 4 Growth earnout adjustment (1)

Change 4 Growth contingent consideration payment

Ventana earnout adjustment (1)

Ventana contingent consideration payment

Accretion of contingent consideration

Ending Balance

(1) Change 4 Growth and Ventana earnout adjustments relate to the expected target achievement not being met for certain milestones specific to the acquisitions.

The Company’s accompanying unaudited condensed consolidated financial instruments include outstanding borrowings of approximately $ 66.2 million and $ 79.2 million as of September 30, 2024, and December 31, 2023, respectively, which are carried at amortized cost.

The Company’s accompanying unaudited condensed consolidated financial instruments include outstanding borrowings of $ 59.2 million both as of March 31, 2025 and December 31, 2024, respectively, which are carried at amortized cost.

The fair value of debt is classified within Level 3 of the fair value hierarchy.

The fair value of the Company’s outstanding borrowings was approximately $ 66.9 million and $ 79.8 million as of September 30, 2024 and December 31, 2023, respectively.

The fair value of the Company’s outstanding borrowings was approximately $ 59.5 million and $ 59.6 million as of March 31, 2025 and December 31, 2024, respectively.

The fair values of debt have been estimated using a discounted cash flow analysis based on the Company’s incremental borrowing rate for similar borrowing arrangements.

The incremental borrowing rate used to discount future cash flows was 6.7 % and 6.9 % as of September 30, 2024 and

December 31, 2023, respectively.

The incremental borrowing rate used to discount future cash flows was 6.1 % and 6.4 % as of March 31, 2025 and December 31, 2024, respectively.

The Company also considered recent transactions of peer group companies for similar instruments with comparable terms and maturities as well as an analysis of current market conditions and interest rates.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued updated guidance to enhance the transparency of income tax disclosure by requiring disaggregated information about an entity’s effective tax rate reconciliation, as well as information on taxes paid.

This updated guidance is effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact on our consolidated financial statements.

Segment Reporting

In November 2023, the FASB issued amended guidance on segment reporting to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.

This amended guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

The Company is currently evaluating the impact on our consolidated financial statements.

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued updated guidance to enhance the transparency of income tax disclosure by requiring disaggregated information about an entity’s effective tax rate

reconciliation, as well as information on taxes paid.

This updated guidance is effective for annual periods beginning after December 15, 2024 and is not expected to have a material impact on the Company’s consolidated financial statements.

Income Statement Disaggregation

In November 2024, the FASB issued updated guidance ASU 2024-03, to improve the disaggregation of Income Statement Expenses.

This guidance requires additional disclosure of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses.

In November 2024, the FASB issued ASU 2024-03 to improve the disaggregation of income statement expenses.

This updated guidance requires additional disclosure of certain amounts included in the expense captions presented on the statement of operations as well as disclosures about selling expenses.

The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted for annual financial statements that have not yet been issued.

The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.

NOTE 4 — ACQUISITIONS

Ventana Research Acquisition

On October 31, 2023, a subsidiary of the Company executed an Asset Purchase Agreement with Ventana Research, Inc.

(“Ventana Research”) and consummated the acquisition of substantially all assets, and assumed certain liabilities, of Ventana Research.

The purchase price was comprised of $ 1.0 million of cash consideration paid at closing.

Ventana Research will also have the right to receive additional consideration paid via earn-out payments, if certain financial targets are met.

At the agreement date, the Company estimated such earn-out payment would be $ 1.7 million.

Please see Note 9—Commitments and Contingencies—Ventana Research Contingent Consideration for more.

The following table summarizes the preliminary consideration transferred to acquire Ventana Research, Inc.

and the amount of identified assets acquired, and liabilities assumed, as of the agreement date:

Contingent consideration

Total allocable purchase price

The business combination was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated to the assets acquired, and liabilities assumed, based on estimated fair values as of the closing date.

Based on the valuation and other factors as described above, the purchase price assigned to intangible assets was as follows:

Accounts receivable

Intangible assets

Contract liabilities

Net assets acquired

The primary factors that drove the goodwill recognized, the majority of which is deductible for tax purposes, were the inclusion of the legacy Ventana Research workforce and allowing the Company to penetrate an entirely new market sector for software technology vendors.

Costs associated with this acquisition are included in selling, general and administrative expense in the Consolidated Statements of Income and Comprehensive Income appearing in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2023 and totaled $ 0.1 million during the year ended December 31, 2023.

Based on the valuation and other factors as described above, the purchase price assigned to intangible assets and the amortization period was as follows:

Purchase Price

Amortizable intangible assets:

Trademark and trade name

Customer relationships

Noncompete agreements

Total intangible assets

Change 4 Growth Acquisition

On October 31, 2022, a subsidiary of the Company executed an Asset Purchase Agreement with Change 4 Growth, LLC (“Change 4 Growth”) and consummated the acquisition of substantially all the assets, and assumed certain liabilities, of Change 4 Growth.

The purchase price was comprised of $ 3.8 million of cash consideration, $ 0.6 million of shares of ISG common stock issued promptly after closing and Change 4 Growth will also have the right to receive additional consideration paid via earn-out payments, if certain financial targets are met.

At the agreement date, the Company estimated such earn-out payment would be $ 5.6 million.

Please see Note 9—Commitments and Contingencies—Change 4 Growth Contingent Consideration for more.

The following table summarizes the consideration transferred to acquire Change 4 Growth and the amounts of identified assets acquired, and liabilities assumed, as of the agreement date:

Accrued working capital adjustment

ISG common stock

Contingent consideration

Total allocable purchase price

This acquisition was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated to the assets acquired, and liabilities assumed, based on the fair values as of the closing date.

Based on the valuation and other factors as described above, the purchase price assigned to intangible assets was as follows:

Accounts receivable and contract assets

Intangible assets

Accounts payable and accrued expense

Contract liabilities

Net assets acquired

The primary factors that drove the goodwill recognized, the majority of which is deductible for tax purposes, were the inclusion of the legacy Change 4 Growth workforce and associated organizational change management expertise to enhance and expand the offerings of the ISG Enterprise Change service line.

Costs associated with this acquisition are included in selling, general and administrative expense in the Consolidated Statements of Income and Comprehensive Income appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and totaled $ 0.2 million during year ended December 31, 2022.

Based on the valuation and other factors as described above, the purchase price assigned to intangible assets and the amortization period was as follows:

Purchase Price

Amortizable intangible assets:

Trademark and trade name

Customer relationships

Noncompete agreements

Total intangible assets

NOTE 5—HELD-FOR-SALE-CLASSIFICATION

In September 2024, the Company entered into an agreement to sell the Automation service line to UST for $ 27 million, of which $ 20 million will be paid in cash and $ 7 million will be held in escrow to be released upon the completion of certain conditions specified in the final agreement which include achievement of revenue milestones through the first quarter of 2025 and obtaining client consents by the end of the fourth quarter of 2024.

The assets and liabilities of the Automation service line have been classified as held for sale in the Consolidated Balance Sheet as of September 30, 2024 and are measured at the lower of it carrying amount or fair value less costs to sell.

The sale closed in the fourth quarter of 2024.

The Company expects that the sale proceeds less costs to sell will exceed the preliminary estimate of the carrying value of the net assets for the business.

The sale consideration is subject to certain post-closing adjustments, which primarily relate to cash, indebtedness and working capital balances.

The following table summarizes the components of assets and liabilities held-for-sale on the Consolidated Balance Sheet:

September 30,

Accounts receivable and contract assets, net of allowance

Prepaid expenses and other current assets

Assets held for sale- current assets

Intangible assets

Deferred tax assets

Assets held for sale non-current assets

Total Assets held for sale

Accounts payable

Contract liabilities

Accrued expenses and other current liabilities

Assets held for sale current liabilities

Other liabilities

Assets held for sale non-current liabilities

Total Liabilities held for sale

As a result of the agreement to sell the Automation service line to UST in September 2024, the Company allocated goodwill to the Automation service line using a relative fair value method.

In addition, we completed an assessment of any potential goodwill impairment immediately prior and subsequent to the allocation and determined that no impairment existed.

We estimated the fair value of the Automation service line based on the terms and conditions of the sales agreement with UST which primarily reflected $ 20.0 million in cash, a fair value estimate of the $ 7.0 million held in escrow and an estimate for a working capital adjustment.

The fair value of the amounts held in escrow was estimated based on the probability of achieving revenue targets per the agreement based on forecasted revenues and of obtaining the required consents from clients.

As the escrow periods per the agreement are both less than 12 months, the fair value estimates related to these amounts were not present valued.

The amounts received from escrow are subject to change based on results.

Based on the valuations performed over the Automation service line and the remaining business, the fair values were determined to be in excess of the carrying value and therefore there was no impairment.

The Company does not expect ASU 2024-03 to have a material impact on the Company’s consolidated financial statements.

NOTE 4—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.

The majority of the Company’s revenue is derived from contracts that can span from a few months to several years.

The Company enters 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.

1 unchanged sentence

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

The majority of our contracts have a single performance obligation as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, is not distinct.

For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation using our best estimate of the standalone selling price, or SSP, of each distinct product or service in the contract.

We establish SSP based on management’s estimated selling price or observable prices of products or services sold separately in comparable circumstances to similar clients.

Our contracts may include promises to transfer multiple services and products to a client.

The majority of the Company’s contracts have a single performance obligation as the respective promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, is not distinct.

For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using its best estimate of the standalone selling price, or SSP, of each distinct product or service in the contract.

The Company establishes SSP based on management’s estimated selling price or observable prices of products or services sold separately in comparable circumstances to similar clients.

The Company’s 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.

1 unchanged sentence

The timing of revenue recognition, billings and cash collections result in billed accounts receivables, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities).

Our clients are billed based on the type of arrangement.

A portion of our services is billed monthly based on hourly or daily rates.

There are also client engagements in which we bill a fixed amount for our services.

The Company’s clients are billed based on the type of arrangement.

A portion of the Company’s services are billed monthly based on hourly or daily rates.

There are also client engagements in which the Company bills a fixed amount for its 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.

However, the Company sometimes receives 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,

For multi-year contract sales with annual invoicing, the Company performs a significant financing component calculation and recognizes the associated interest income throughout the duration of the financing period.

In addition, it reclassifies 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 the Company’s contract assets and contract liabilities as of the periods presented:

Contract assets

Contract liabilities

Revenue recognized for the three and nine months ended September 30, 2024 that was included in the contract liability balance at January 1, 2024 was $ 0.7 million, and $ 8.3 million respectively, and primarily representing revenue from our subscription contracts.

Revenue recognized for the three months ended March 31, 2025 that was included in the contract liability balance at January 1, 2025 was $ 5.1 million, primarily representing revenue from the Company’s subscription, fixed-fee, and research contracts.

Remaining Performance Obligations

As of September 30, 2024, the Company had $ 111.3 million of remaining performance obligations, the majority of which are expected to be satisfied within the next twelve months.

As of March 31, 2025, the Company had $ 120.5 million of remaining performance obligations, the majority of which are expected to be satisfied within the next twelve months.

Accounts Receivable and contract assets

We are currently engaged in litigation with a client over a disputed accounts receivable balance for services rendered.

While we believe the balance of approximately $ 4.7 million is collectible, there is a reasonably possible risk of an unfavorable outcome.

During the fourth quarter of 2023, a client that had engaged the Company for two multi-year projects, which previously commenced in 2021 and 2022, failed to make payments as per the contracted payment schedule, and the Company therefore ceased performing services under the agreements.

After unsuccessful negotiations, the Company provided the client with notice that it would be terminating the respective projects.

Accordingly, during the fourth quarter of 2023, the Company recorded through bad debt expense an allowance for doubtful accounts reserve of $ 4.8 million associated with this client.

The specific reserve recorded as of December 31, 2024 represents management’s best estimate of the probable amount of collection related to the outstanding amounts under these agreements.

The reserve that was recorded remained unchanged as of March 31, 2025.

The Company is currently pursuing legal action against the former client, which has resulted in a favorable preliminary judgment for ISG that is being appealed by the former client.

Actual collections from the client may differ from the Company' s estimate.

The Company is currently engaged in litigation with a client over a disputed accounts receivable balance for services rendered, and mediation arrangements are currently being explored.

As the Company believes the balance of approximately $ 4.7 million is collectible, it has not recorded a reserve.

The Company will continue to reassess the need for a reserve in future periods.

NOTE 5—NET INCOME PER COMMON SHARE

1 unchanged sentence

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, 2024, 1.1 million and 4.7 million restricted stock units, respectively, and for the three and nine months ended September 30, 2023, 0.5 million and 1.2 million restricted stock units, respectively, have not been considered in the diluted earnings per share calculation, as the effect would be anti-dilutive.

For the three months ended March 31, 2025 and March 31, 2024, 1.1 million and 4.2 million restricted stock units, respectively, have not been considered in the diluted earnings per share calculation, as the effect would be anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Net income (loss)

7 unchanged sentences

NOTE 6—INCOME TAXES

The Company’s effective tax rate for the three and nine months ended September 30, 2024 was 60.2 % and 112.9 %, respectively, based on pretax income of $ 2.9 million and $ 1.6 million, respectively.

The Company’s effective tax rate for the quarter ended September 30, 2024 was impacted by non-deductible expenses and earnings and losses in certain foreign jurisdictions.

The Company’s effective tax rate for the three and nine months ended September 30, 2023 was 33.2 % and 34.1 %, respectively, based on pretax income of $ 4.8 million and $ 13.7 million, respectively.

The Company’s effective tax rate for the quarter ended September 30, 2023 was impacted by non-deductible expenses and earnings and losses in certain foreign jurisdictions and the impact of the vesting of restricted stock units.

The Company’s effective tax rate for the three months ended March 31, 2025 and 2024 was 37.9 % and 6.4 %, respectively, based on pretax income and loss of $ 2.4 million and $ 3.6 million, respectively.

The Company’s effective tax rate for the quarter ended March 31, 2025 was impacted by non-deductible expenses and earnings and losses in certain foreign jurisdictions.

NOTE 7—COMMITMENTS AND CONTINGENCIES

The Company is subject to contingencies which arise through the ordinary course of business.

All material liabilities of which management is aware are properly reflected in the financial statements as of September 30, 2024 and December 31, 2023.

All material liabilities of which management is aware are properly reflected in the financial statements as of March 31, 2025 and December 31, 2024.

Ventana Research Contingent Consideration

As of September 30, 2024, the Company has recorded a liability of $ 0.7 million representing the estimated fair value of contingent consideration related to the acquisition of Ventana Research, which is classified as noncurrent and included in other liabilities on the condensed consolidated balance sheet.

The Company paid $ 0.2 million in April 2024 related to 2023 performance.

On October 31, 2023, a subsidiary of the Company executed an Asset Purchase Agreement with Ventana Research, Inc.

(“Ventana Research”) and consummated the acquisition of substantially all assets, and assumed certain liabilities, of Ventana Research.

The purchase price comprised of $ 1.0 million of cash consideration paid at closing.

Ventana Research will also have the right to receive additional consideration paid via earn-out payments, if certain financial targets are met.

As of March 31, 2025, the Company has recorded a liability of $ 0.7 million representing the estimated fair value of contingent consideration related to the acquisition of Ventana Research, which is classified as noncurrent and included in other liabilities on the condensed consolidated balance sheet.

Change 4 Growth Contingent Consideration

As of September 30, 2024, the Company has recorded a liability of $ 0.5 million representing the estimated fair value of contingent consideration related to the acquisition of Change 4 Growth, which is classified as current and included in accrued expenses on the condensed consolidated balance sheet.

The Company paid $ 2.2 million in April 2024, which was comprised of $ 1.5 million of cash consideration and $ 0.7 million of shares of ISG common stock related to 2023 performance.

As of March 31, 2025, the Company has recorded a liability of $ 0.5 million representing the estimated fair value of contingent consideration related to the acquisition of Change 4 Growth, which is classified as current and included in accrued expenses on the condensed consolidated balance sheet.

The Company paid $ 0.5 million in cash consideration in April 2025, which was related to 2024 performance.

NOTE 8—SEGMENT AND GEOGRAPHICAL INFORMATION

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The Company operates principally in the Americas, Europe and Asia Pacific.

The Company Chief Operating Decision Maker (the “CODM”) is our Chairman & Chief Executive Officer, Michael Connors.

The CODM uses net income as presented on our Consolidated Statement of Income and Comprehensive Income in evaluating performance and determining how to allocate resources of the company as a whole.

Geographical revenue information for the segment is as follows:

Three Months Ended

Nine Months Ended

September 30,

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.

The Company does not measure or monitor gross profit or operating income by geography or any other measure or metric, other than consolidated, for the purposes of making operating decisions or allocating resources.

The following table represents a breakdown of net income that is used to help determine how resources are allocated:

Three Months Ended

Compensation expense

Contract labor

License fees expense

Travel and entertainment

Professional fees

Computer expense

Restructuring costs

Other segment expenses

Depreciation and amortization

Interest income

Interest expense

Foreign currency translation

Income tax provision

Net income (loss)

NOTE 9—FINANCING ARRANGEMENTS AND LONG-TERM DEBT

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The applicable margin is adjusted quarterly based upon the Company’s consolidated leverage ratio.

For the first nine months of 2024, the applicable margin was increased to a percentage equal to 1 % for the revolving loans maintained as Base Rate loans or 2 % for the revolving loans maintained as Term SOFR loans.

For the first three months of 2025, the applicable margin was decreased by 0.25 % percentage of the revolving loans maintaining a Base Rate loans of 1.75 % for the revolving loans maintained as Term SOFR loans.

● The senior secured credit facility contains a number of covenants that, among other things, place restrictions on matters customarily restricted in senior secured credit facilities, including restrictions on indebtedness (including guarantee obligations), liens, fundamental changes, sales or dispositions of property or assets, investments (including loans, advances, guarantees and acquisitions), transactions with affiliates, dividends and other payments in respect of capital stock, optional payments and modifications of other material debt instruments, negative pledges and agreements restricting subsidiary distributions and changes in line of business.

In addition, the Company is required to comply with a consolidated leverage ratio and consolidated interest coverage ratio.

● The senior secured credit facility contains customary events of default, including cross-default to other material agreements, judgment default and change of control.

The Company’s financial statements include outstanding borrowings of approximately $ 66.2 million and $ 79.2 million as of September 30, 2024 and December 31, 2023, respectively, which are carried at amortized cost.

● The senior secured credit facility contains customary events of default, including cross-default to other material agreements, judgment default and change of control provisions.

The Company’s financial statements include outstanding borrowings of $ 59.2 million at both March 31, 2025 and December 31, 2024, which are carried at amortized cost.

The fair value of debt is classified within Level 3 of the fair value hierarchy.

The fair value of the Company’s outstanding borrowings was approximately $ 66.9 million and $ 79.8 million as of September 30, 2024 and December 31, 2023, respectively.

The fair value of the Company’s outstanding borrowings was approximately $ 59.5 million and $ 59.6 million as of March 31, 2025 and December 31, 2024, respectively.

The fair values of debt have been estimated using a discounted cash flow analysis based on the Company’s incremental borrowing rate for similar borrowing arrangements.

The incremental borrowing rate used to discount future cash flows was 6.7 % and 6.9 % as of September 30, 2024 and December 31, 2023, respectively.

The incremental borrowing rate used to discount future cash flows was 6.1 % and 6.4 % as of March 31, 2025 and December 31, 2024, respectively.

During the nine months ended September 30, 2024, the Company borrowed $ 10.0 million and repaid $ 23.0 million of the revolver loan.

During the first quarter of 2025, the Company borrowed $ 5.0 million and subsequently repaid $ 5.0 million of the revolver loan during the quarter.

The Company is currently in compliance with its financial covenants.

NOTE 10—SUBSEQUENT EVENTS

On October 1, 2024, the Company completed the sale of its Automation business line to UST Global Inc for $ 27 million in an all-cash transaction, of which million $ 20 million was paid in cash at closing and $ 7 million was placed in escrow;

$ 4 million of the escrowed amount will be released within 90 days of closing of the transaction based upon receipt of a consent, delivery of a notice, or the entering into a spin-off agreement with a list of clients whose contracts require one of the foregoing actions.

The remaining $ 3 million of the escrowed amount will be released following the end of the quarter ending March 31, 2025, based upon achievement of certain revenue targets by the divested Automation business for the period from October 1, 2024 to March 31, 2025.

On November 1, 2024 , the Company’s Board of Directors (the “Board”) approved a fourth-quarter dividend of $ 0.045 per share, payable December 20, 2024 , to shareholders of record as of December 3, 2024 .

On May 6, 2025 , the Company’s Board of Directors (the “Board”) approved a second-quarter dividend of $ 0.045 per share, payable June 27, 2025 , to shareholders of record as of June 6, 2025 .

The dividends are accounted for as a decrease to Stockholders’ Equity.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements