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Section 1: 10-Q (10-Q)

iii_Current_Folio_10Q-Taxonomy2016_Taxonomy2017

 

 

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 June 30, 2018

 

OR

 

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

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 July 27, 2018

Common Stock, $0.001 par value

 

45,102,239 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.

1


 

PART I — FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS (UNAUDITED)

 

INFORMATION SERVICES GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited) 

(In thousands, except par value)

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

    

2018

    

2017

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

19,441

 

$

28,420

 

Accounts receivable and contract assets, net of allowance of $661 and $503, respectively

 

 

73,522

 

 

70,824

 

Prepaid expense and other current assets

 

 

4,038

 

 

4,467

 

Total current assets

 

 

97,001

 

 

103,711

 

Restricted cash

 

 

91

 

 

94

 

Furniture, fixtures and equipment, net

 

 

7,291

 

 

5,229

 

Goodwill

 

 

85,496

 

 

85,619

 

Intangible assets, net

 

 

23,138

 

 

25,684

 

Deferred tax asset

 

 

2,502

 

 

2,521

 

Other assets

 

 

1,725

 

 

1,902

 

Total assets

 

$

217,244

 

$

224,760

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

$

7,209

 

$

7,192

 

Current maturities of long-term debt

 

 

15,251

 

 

15,499

 

Contract liabilities

 

 

4,800

 

 

8,898

 

Accrued expenses

 

 

17,738

 

 

21,486

 

Total current liabilities

 

 

44,998

 

 

53,075

 

Long-term debt, net of current maturities

 

 

92,970

 

 

98,838

 

Deferred tax liability

 

 

1,866

 

 

1,569

 

Other liabilities

 

 

6,555

 

 

7,741

 

Total liabilities

 

 

146,389

 

 

161,223

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

Preferred stock, $0.001 par value; 10,000 shares authorized; none issued

 

 

 —

 

 

 

Common stock, $0.001 par value, 100,000 shares authorized; 45,193 shares issued and 44,899 outstanding at June 30, 2018 and 44,490 shares issued and 43,560 outstanding at December 31, 2017

 

 

45

 

 

44

 

Additional paid-in capital

 

 

231,908

 

 

230,134

 

Treasury stock (294 and 930 common shares, respectively, at cost)

 

 

(1,180)

 

 

(3,161)

 

Accumulated other comprehensive loss

 

 

(6,670)

 

 

(5,666)

 

Accumulated deficit

 

 

(153,248)

 

 

(157,814)

 

Total stockholders’ equity

 

 

70,855

 

 

63,537

 

Total liabilities and stockholders’ equity

 

$

217,244

 

$

224,760

 

 

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

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

    

2018

    

2017

 

2018

    

2017

 

Revenues

 

$

71,026

 

$

68,038

 

$

139,903

 

$

134,593

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct costs and expenses for advisors

 

 

40,153

 

 

40,253

 

 

83,137

 

 

80,939

 

Selling, general and administrative

 

 

24,680

 

 

23,380

 

 

46,908

 

 

45,105

 

Depreciation and amortization

 

 

1,993

 

 

3,859

 

 

3,895

 

 

6,822

 

Operating income

 

 

4,200

 

 

546

 

 

5,963

 

 

1,727

 

Interest income

 

 

 3

 

 

34

 

 

110

 

 

79

 

Interest expense

 

 

(1,728)

 

 

(1,707)

 

 

(3,465)

 

 

(3,416)

 

Foreign currency transaction gain (loss)

 

 

49

 

 

(101)

 

 

25

 

 

(181)

 

Income (loss) before taxes

 

 

2,524

 

 

(1,228)

 

 

2,633

 

 

(1,791)

 

Income tax provision (benefit)

 

 

162

 

 

(923)

 

 

107

 

 

(915)

 

Net income (loss)

 

$

2,362

 

$

(305)

 

$

2,526

 

$

(876)

 

Net (loss) income attributable to non-controlling interest

 

 

 —

 

 

(3)

 

 

 —

 

 

32

 

Net income (loss) attributable to ISG

 

$

2,362

 

$

(302)

 

$

2,526

 

$

(908)

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

44,655

 

 

43,058

 

 

44,180

 

 

42,687

 

Diluted

 

 

46,086

 

 

43,058

 

 

45,973

 

 

42,687

 

Earnings (loss) per share attributable to ISG:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.05

 

$

(0.01)

 

$

0.06

 

$

(0.02)

 

Diluted

 

$

0.05

 

$

(0.01)

 

$

0.05

 

$

(0.02)

 

Comprehensive income:

 

 

   

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

2,362

 

$

(305)

 

$

2,526

 

$

(876)

 

Foreign currency translation, net of tax benefit (expense) of $465, $(563), $311 and $(929), respectively.

 

 

(1,496)

 

 

678

 

 

(1,004)

 

 

1,349

 

Comprehensive income

 

$

866

 

$

373

 

$

1,522

 

$

473

 

Comprehensive (loss) income attributable to non-controlling interest

 

 

 —

 

 

(3)

 

 

 —

 

 

32

 

Comprehensive income attributable to ISG

 

$

866

 

$

376

 

$

1,522

 

$

441

 

 

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

3


 

INFORMATION SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

    

2018

    

2017

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income (loss)

 

$

2,526

 

$

(876)

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation expense

 

 

1,357

 

 

2,071

 

Amortization of intangible assets

 

 

2,538

 

 

4,751

 

Deferred tax (benefit) expense from stock issuances

 

 

(152)

 

 

289

 

Amortization of deferred financing costs

 

 

394

 

 

510

 

Loss on sublease

 

 

 —

 

 

578

 

Stock-based compensation

 

 

4,646

 

 

3,510

 

Changes in accounts receivable allowance

 

 

452

 

 

251

 

Deferred tax provision (benefit)

 

 

106

 

 

(1,860)

 

Loss on disposal of fixed assets

 

 

28

 

 

14

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

Accounts receivable

 

 

(2,180)

 

 

(5,526)

 

Prepaid expense and other assets

 

 

(434)

 

 

995

 

Accounts payable

 

 

(182)

 

 

(1,670)

 

Deferred revenue

 

 

(1,859)

 

 

21

 

Debt issuance costs

 

 

 —

 

 

(38)

 

Accrued expenses

 

 

(91)

 

 

(1,345)

 

Net cash provided by operating activities

 

 

7,149

 

 

1,675

 

Cash flows from investing activities

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

 —

 

 

(889)

 

Purchase of furniture, fixtures and equipment

 

 

(3,357)

 

 

(1,479)

 

Net cash used in investing activities

 

 

(3,357)

 

 

(2,368)

 

Cash flows from financing activities

 

 

 

 

 

 

 

Principal payments on borrowings

 

 

(6,511)

 

 

(2,768)

 

Proceeds from issuance of employee stock purchase plan shares

 

 

442

 

 

306

 

Installment payment for acquisitions

 

 

 —

 

 

(542)

 

Payment of contingent consideration

 

 

(1,200)

 

 

(2,594)

 

Payments related to tax withholding for stock-based compensation

 

 

(2,396)

 

 

(1,963)

 

Equity securities repurchased

 

 

(2,532)

 

 

(2,729)

 

Net cash used in financing activities

 

 

(12,197)

 

 

(10,290)

 

Effect of exchange rate changes on cash

 

 

(577)

 

 

1,560

 

Net decrease in cash, cash equivalents, and restricted cash

 

 

(8,982)

 

 

(9,423)

 

Cash, cash equivalents,  and restricted cash, beginning of period

 

 

28,514

 

 

34,982

 

Cash, cash equivalents,  and restricted cash, end of period

 

$

19,532

 

$

25,559

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

Issuance of treasury stock for vested restricted stock awards

 

$

4,064

 

$

5,960

 

 

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

 

4


 

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.  In 2007, we consummated our initial public offering and completed the acquisition of TPI Advisory Services Americas, Inc. (“TPI”).  In December 2017, we consummated our transformational acquisition of Alsbridge Holdings, Inc. (“Alsbridge”), a U.S.-based sourcing, automation and transformation advisory firm.

 

NOTE 2—BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements as of June 30, 2018 and for the three and six months ended June 30, 2018 and 2017, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and pursuant to Form 10-Q and Article 10 of Regulation S-X.  In the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are considered necessary for a fair statement of the financial position of the Company as of June 30, 2018, the results of operations for the three and six months ended June 30, 2018 and 2017 and the cash flows for the six months ended June 30, 2018 and 2017.  The condensed consolidated balance sheet as of December 31, 2017 has been derived from the Company’s audited consolidated financial statements.  Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

 

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, 2017, which are included in the Company’s 2017 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 intangible asset impairments; 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, restricted cash, receivables, accounts payable, other current liabilities, and accrued interest approximated their fair values at June 30, 2018 and December 31, 2017 due to the short-term nature of these instruments.

5


 

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 assets and liabilities measured at fair value on a recurring basis at the dates indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basis of Fair Value Measurements

 

 

 

June 30, 2018

 

 

     

Level 1

     

Level 2

     

Level 3

     

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

313

 

$

 —

 

$

 —

 

$

313

 

Total

 

$

313

 

$

 —

 

$

 —

 

$

313

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration (1)

 

$

 —

 

$

 —

 

$

2,374

 

$

2,374

 

Total

 

$

 —

 

$

 —

 

$

2,374

 

$

2,374

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basis of Fair Value Measurements

 

 

 

December 31, 2017

 

 

     

Level 1

     

Level 2

     

Level 3

     

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

303

 

$

 —

 

$

 —

 

$

303

 

Total

 

$

303

 

$

 —

 

$

 —

 

$

303

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration (1)

 

$

 —

 

$

 —

 

$

3,698

 

$

3,698

 

Total

 

$

 —

 

$

 —

 

$

3,698

 

$

3,698

 


(1)  The short-term portion is included in “Accrued expenses.”  The long-term portion is included in “Other liabilities.”

 

The fair value measurement of this contingent consideration is classified within Level 3 of the fair value hierarchy and reflects the Company’s own assumptions in measuring fair values using the income approach. In developing these

6


 

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 ranging from 14.5% to 27.9%.

 

The following table represents the change in the contingent consideration liability during the six months ended June 30, 2018 and 2017:  

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

     

2018

     

2017

  

Beginning Balance

 

$

3,698

 

$

6,073

 

Payment of contingent consideration

 

 

(2,401)

 

 

(3,245)

 

Accretion of contingent consideration

 

 

1,074

 

 

739

 

Unrealized gain related to currency translation

 

 

 3

 

 

98

 

Ending Balance

 

$

2,374

 

$

3,665

 

 

The Company’s financial instruments include outstanding borrowings of $110.2 million at June 30, 2018 and $116.7 million at December 31, 2017, which are carried at amortized cost.  The fair value of debt is classified within Level 3 of the fair value hierarchy. The fair value of the Company's outstanding borrowings is approximately $110.3 million and $116.5 million at June 30, 2018 and December 31, 2017, respectively.  The fair values of debt have been estimated using a discounted cash flow analysis based on the Company's incremental borrowing rate for similar borrowing arrangements.  The incremental borrowing rate used to discount future cash flows ranged from 2.00% to 5.59%. 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 February 2016, the Financial Accounting Standards Board (“FASB”) issued guidance on accounting for leases which requires lessees to recognize most leases on their balance sheets for the rights and obligations created by those leases. The guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases and will be effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The guidance requires the use of a modified retrospective approach. The Company is evaluating the impact of the guidance on its consolidated financial statements and related disclosures.

 

In August 2016, the FASB issued new guidance intended to reduce diversity in practice in how certain cash receipts and payments are classified in the statement of cash flows, including debt prepayment or extinguishment costs, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, and distributions from certain equity method investees. The guidance became effective for interim and annual periods beginning after December 15, 2017, and we adopted the guidance as of January 1, 2018. The guidance requires application using a retrospective transition method. The adoption of this guidance by the Company did not have a material impact on its results of operations.

 

NOTE 4—REVENUE

 

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASC Topic 606”), “Revenue from Contracts with Customers”.  ASC Topic 606 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” (“ASC Topic 605”), and requires the recognition of revenue upon transfer of control of promised services and products to clients in an amount that reflects the consideration we expect to receive in exchange for those services and products.  We adopted ASC Topic 606 as of January 1, 2018 using the cumulative catch-up transition method. 

7


 

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)

 

The most significant changes resulting from the adoption of ASC Topic 606, as previously disclosed in our 2017 Form 10-K, are as follows:

 

·

For software and implementation contracts, revenue recognition on the software component will be accelerated to the point at which the software is installed, while revenue on the implementation component will be recognized over the software implementation period as a percentage of hours incurred to date as compared to the total expected hours.

 

·

For network contingency contracts with termination for convenience clauses, revenue will be recognized over time due to the existence of provisions for payment for progress incurred to date plus a reasonable profit margin.

 

·

For managed service implementation contracts, revenue will be recognized over time as a percentage of hours incurred to date as compared to the total expected hours of the implementation.

 

We recognized the cumulative effect of applying the new revenue standard as an adjustment to the opening balance of retained earnings at the beginning of 2018.  The comparative information has not been adjusted for the effect of ASC Topic 606 and continues to be reported under the accounting standards in effect for the periods presented.  Upon the adoption of ASC Topic 606 on January 1, 2018, we recorded a net increase to opening retained earnings of $2.0 million.  The cumulative effect of the changes made to our Condensed Consolidated Balance Sheet as of January 1, 2018 for the adoption of ASC Topic 606 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 1, 2018

 

    

    

As Previously

    

 

    

 

 

 

 

Reported

 

 

 

 

As Adjusted

 

    

    

Under ASC 605

    

Adjustments

    

for ASC 606

Assets

 

 

 

 

 

 

 

 

 

 

Accounts receivables and contract assets, net of allowance of $503

 

 

$

70,824

 

$

1,468

 

$

72,292

Prepaid expense and other current assets

 

 

$

4,467

 

$

(1,071)

 

$

3,396

Deferred tax asset

 

 

$

2,521

 

$

(549)

 

$

1,972

Liabilities

 

 

 

 

 

 

 

 

 

 

Contract liabilities

 

 

$

8,898

 

$

(2,418)

 

$

6,480

Accrued expenses

 

 

$

21,486

 

$

133

 

$

21,619

Deferred tax liability

 

 

$

1,569

 

$

95

 

$

1,664

Stockholders' equity

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

$

(157,814)

 

$

2,038

 

$

(155,776)

 

The majority of our revenue is derived from contracts that can span from a few months to several years. We enter into contracts that can include various combinations of services and products, which, depending on contract type, are sometimes capable of being distinct.  If services are determined to be distinct, they are accounted for as separate performance obligations.  A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of account in ASC Topic 606.  A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.  The majority of our contracts have a single performance obligation as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, not distinct.  For contracts with multiple performance obligations, including our managed service implementation and software and implementation contract types, the Company allocates the transaction price to each performance obligation using our best estimate of the standalone selling price, or SSP, of each distinct good or service in the contract.  As of June 30, 2018, the Company had $97.9 million of remaining performance obligations, the majority of which are expected to be satisfied within the next year. 

8


 

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)

 

 

As part of our adoption of ASC Topic 606, we used practical expedients permitted by the standard when applicable.  These practical expedients included:

 

·

applying the new guidance only to contracts that are not completed as of January 1, 2018;

 

·

expensing the incremental costs to obtain a contract as incurred when the expected amortization period is one year or less; and

 

·

presenting all revenue net of any related sales tax.

 

Our contracts may include promises to transfer multiple services and products to a client.  Determining whether services and products are considered distinct performance obligations that should be accounted for separately versus together may require judgment. 

 

Estimates were required to determine the SSP for each distinct performance obligation identified within our managed service implementation contracts and software and implementation contracts.  Further details of our approach to determining the SSP for each contract type is described below.

 

·

For our software and implementation contracts, we had to determine the SSP for both the software license and implementation service performance obligations.  For the software license performance obligation, we utilized the adjusted market assessment approach and determined that our listed price of the software licenses generally approximated the SSP.  For the implementation service performance obligation, we utilized the residual approach, which resulted in the difference between the total contract value and the software license price in the arrangement being allocated to the implementation service.

 

·

For our managed service implementation contracts, we had to determine the SSP for both the managed services and implementation performance obligations.  For each performance obligation, we estimated the SSP using the expected cost plus a reasonable profit margin approach, under which we forecasted our expected costs of satisfying a performance obligation and then added an appropriate margin for the distinct service.

 

Adjustments to Financial Statements from the Adoption of Accounting Pronouncements 

 

The following table presents the effect of the adoption of ASC Topic 606 on our condensed consolidated balance sheet as of June 30, 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

    

    

As Reported

    

 

    

 

 

    

    

Under ASC 606

    

Adjustments

    

ASC 605

Assets

 

 

 

 

 

 

 

 

 

 

Accounts receivables and contract assets, net of allowance of $661

 

 

$

73,522

 

$

(1,731)

 

$

71,791

Prepaid expense and other current assets

 

 

$

4,038

 

$

2,074

 

$

6,112

Deferred tax asset

 

 

$

2,502

 

$

549

 

$

3,051

Liabilities

 

 

 

 

 

 

 

 

 

 

Contract liabilities

 

 

$

4,800

 

$

6,120

 

$

10,920

Accrued expenses

 

 

$

17,738

 

$

(150)

 

$

17,588

Deferred tax liability

 

 

$

1,866

 

$

(802)

 

$

1,064

Stockholders' equity

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

$

(153,248)

 

$

(4,276)

 

$

(157,524)

9


 

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)

 

 

The following table presents the effect of the adoption of ASC Topic 606 on our condensed consolidated statement of comprehensive income for the three months ended June 30, 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2018

 

    

    

As Reported

    

 

    

 

 

    

    

Under ASC 606

    

Adjustments

    

ASC 605

Revenues

 

 

$

71,026

 

$

(419)

 

$

70,607

Operating expenses

 

 

 

 

 

 

 

 

 

 —

Direct costs and expenses for advisors

 

 

 

40,153

 

 

469

 

 

40,622

Selling, general and administrative

 

 

 

24,680

 

 

 -

 

 

24,680

Depreciation and amortization

 

 

 

1,993

 

 

 -

 

 

1,993

Operating income

 

 

 

4,200

 

 

(888)

 

 

3,312

Interest income

 

 

 

 3

 

 

 -

 

 

 3

Interest expense

 

 

 

(1,728)

 

 

 -

 

 

(1,728)

Foreign currency transaction gain

 

 

 

49

 

 

 -

 

 

49

Income before taxes

 

 

 

2,524

 

 

(888)

 

 

1,636

Income tax provision (benefit)

 

 

 

162

 

 

(213)

 

 

(51)

Net income

 

 

$

2,362

 

$

(675)

 

$

1,687

 

The following table presents the effect of the adoption of ASC Topic 606 on our condensed consolidated statement of comprehensive income for the six months ended June 30, 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2018

 

    

    

As Reported

    

 

    

 

 

    

    

Under ASC 606

    

Adjustments

    

ASC 605

Revenues

 

 

$

139,903

 

$

(3,966)

 

$

135,937

Operating expenses

 

 

 

 

 

 

 

 

 

 —

Direct costs and expenses for advisors

 

 

 

83,137

 

 

(1,019)

 

 

82,118

Selling, general and administrative

 

 

 

46,908

 

 

 -

 

 

46,908

Depreciation and amortization

 

 

 

3,895

 

 

 -

 

 

3,895

Operating income

 

 

 

5,963

 

 

(2,947)

 

 

3,016

Interest income

 

 

 

110

 

 

 -

 

 

110

Interest expense

 

 

 

(3,465)

 

 

 -

 

 

(3,465)

Foreign currency transaction gain

 

 

 

25

 

 

 -

 

 

25

Income (loss) before taxes

 

 

 

2,633

 

 

(2,947)

 

 

(314)

Income tax provision (benefit)

 

 

 

107

 

 

(707)

 

 

(600)

Net income

 

 

$

2,526

 

$

(2,240)

 

$

286

 

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, particularly on our software and implementation contracts, before revenue is recognized, resulting in contract liabilities.  These assets and

10


 

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)

 

liabilities are reported on the consolidated balance sheet at the end of each reporting period.  See the table below for a breakdown of contract assets and contract liabilities.

 

 

 

 

 

 

 

 

 

 

    

    

 

 

January 1, 2018

 

    

    

June 30, 2018

 

(as adjusted)

Contract assets (i.e., unbilled receivables)

 

 

$

27,273

 

$

18,838

Contract liabilities (i.e., deferred revenue)

 

 

$

4,800

 

$

6,480

 

Revenue recognized for the three months ended June 30, 2018 that was included in the contract liability balance at April 1, 2018 was $4.7 million and represented primarily revenue from our software and implementation contracts and managed services contracts.

 

Revenue recognized for the six months ended June 30, 2018 that was included in the contract liability balance at January 1, 2018 was $6.0 million and represented primarily revenue from our software and implementation contracts and managed services contracts.

 

Disaggregation of Revenue

 

The following table presents our revenue disaggregated by geographic area for the three and six months ended June 30, 2018.

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

Geographic area

    

    

June 30, 2018

    

June 30, 2018

Americas

 

 

$

40,831

 

$

82,507

Europe

 

 

 

24,047

 

 

45,801

Asia Pacific

 

 

 

6,148

 

 

11,595

 

 

 

$

71,026

 

$

139,903

 

 

 

 

 

 

 

 

 

 

 

 

NOTE 5—NET INCOME PER COMMON SHARE

 

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would share in the net income of the Company. For the three and six months ended June 30, 2017, the effect of 34,374 stock appreciation rights (“SARs”) have not been considered in the diluted earnings per share, because the market price of the stock was less than the exercise price during the period in the computation, respectively. In addition, 1.2 million and 2.5 million restricted shares have not been considered in the diluted earnings per share calculation for the three and six months ended June 30, 2017, respectively, as the effect would be anti-dilutive.     

 

11


 

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 June 30,

 

Six Months Ended June 30,

 

 

 

    

2018

    

2017

    

2018

    

2017

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to ISG

 

$

2,362

 

$

(302)

 

$

2,526

 

$

(908)

 

 

Weighted average common shares

 

 

44,655

 

 

43,058

 

 

44,180

 

 

42,687

 

 

Earnings (loss) per share attributable to ISG

 

$

0.05

 

$

(0.01)

 

$

0.06

 

$

(0.02)

 

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to ISG

 

$

2,362

 

$

(302)

 

$

2,526

 

$

(908)

 

 

Interest expense of convertible debt, net of tax

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

Net income (loss) attributable to ISG, as adjusted

 

$

2,362

 

$

(302)

 

$

2,526

 

$

(908)

 

 

Basic weighted average common shares

 

 

44,655

 

 

43,058

 

 

44,180

 

 

42,687

 

 

Potential common shares

 

 

1,431

 

 

 —

 

 

1,793

 

 

 —

 

 

Diluted weighted average common shares

 

 

46,086

 

 

43,058

 

 

45,973

 

 

42,687

 

 

Diluted earnings (loss) per share attributable to ISG

 

$

0.05

 

$

(0.01)

 

$

0.05

 

$

(0.02)

 

 

 

 

 

 

NOTE 6—INCOME TAXES

 

The Company’s effective tax rate for the three and six months ended June 30, 2018 was 6.4% and 4.1% based on pretax income of $2.5 million and $2.6 million, respectively.  The Company’s effective tax rate for the quarter was less than the statutory rate primarily due to the impact of current quarter earnings in jurisdictions where the Company is currently precluded from recording a tax provision. The effective tax rate was (75.2)% and (51.1)% for the three and six months ended June 30, 2017.  The difference was primarily due to the impact of current quarter earnings in jurisdictions where the Company is currently precluded from recording a tax provision for the six months ended June 30, 2018 and the release of $0.7 million of accruals for uncertain tax positions due to the expiration of statute limitations in a foreign jurisdiction during the three months ended June 30, 2018.

 

As of June 30, 2018, the Company had total unrecognized tax benefits of approximately $3.4  million all of which would impact the Company’s effective tax rate if recognized.  The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax provision in its condensed consolidated statement of operations.  As of June 30, 2018, the Company’s accrual of interest and penalties amounted to $1.0 million.  The Company recorded no material year-to-date change in accrual of unrecognized tax benefits and associated interest and penalties.

 

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 were aware are properly reflected in the financial statements at June 30, 2018 and December 31, 2017.

 

Saugatuck Contingent Consideration

 

As of June 30, 2018, the Company has recorded a liability of $0.3 million representing the estimated fair value of contingent consideration related to the acquisition of Saugatuck and is classified as current and included in accrued expenses on the consolidated balance sheet.  The Company paid $0.3 million in April 2018 related to 2017 performance, of which 50% was paid with shares of ISG common stock. 

 

12


 

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)

 

Experton Contingent Consideration 

 

As of June 30, 2018, the Company has recorded a liability of $0.4 million representing the estimated fair value of contingent consideration related to the acquisition of Experton and is classified as current and included in accrued expenses on the consolidated balance sheet. The Company paid $0.5 million in April 2018 related to 2017 performance, of which 50% was paid with shares of ISG common stock.

 

TracePoint Contingent Consideration

 

As of June 30, 2018, the Company has recorded a liability of $1.7 million representing the estimated fair value of contingent consideration related to the acquisition of TracePoint and is classified as current and included in accrued expenses on the consolidated balance sheet. The Company paid $1.6 million in April 2018 related to 2017 performance, of which 50% was paid with shares of ISG common stock.

 

 

NOTE 8—SEGMENT AND GEOGRAPHICAL INFORMATION

 

The Company operates as one reportable segment consisting primarily of fact-based sourcing advisory services. The Company operates principally in the Americas, Europe and Asia Pacific.

 

Geographical revenue information for the segment is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

    

2018

    

2017

    

2018

    

2017

    

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

40,831

 

$

39,952

 

$

82,507

 

$

81,057

 

Europe

 

 

24,047

 

 

21,504

 

 

45,801

 

 

41,711

 

Asia Pacific

 

 

6,148

 

 

6,582

 

 

11,595

 

 

11,825

 

 

 

$

71,026

 

$

68,038

 

$

139,903

 

$

134,593

 

 

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 for the purposes of making operating decisions or allocating resources.

 

NOTE 9—FINANCING ARRANGEMENTS AND LONG-TERM DEBT

 

On December 1, 2016, the Company entered into an amended and restated senior secured credit facility (as amended from time to time, the “2016 Credit Agreement”) comprised of a $110.0 million term facility and a $30.0 million revolving facility, amending and restating its senior secured credit facility originally entered into on May 3, 2013.  The material terms of the 2016 Credit Agreement are as follows:

 

·

Each of the term loan facility and revolving credit facility has a maturity date of December 1, 2021 (the “Maturity Date”).

 

·

The credit facility is secured by all of the equity interests owned by the Company, and its direct and indirect domestic subsidiaries and, subject to agreed exceptions, the Company’s direct and indirect “first-tier” foreign subsidiaries and a perfected first priority security interest in all of the Company’s and its direct and indirect domestic subsidiaries’ tangible and intangible assets.

13


 

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)

 

 

·

The Company’s direct and indirect existing and future wholly-owned domestic subsidiaries serve as guarantors to the Company’s obligations under the senior secured facility.

 

·

At the Company’s option, the credit facility bears interest at a rate per annum equal to either (i) the “Base Rate” (which is the highest of (a) the rate publicly announced from time to time by the administrative agent as its “prime rate”, (b) the Federal Funds Rate plus 0.5% per annum and (c) the Eurodollar Rate, plus 1.0%), plus the applicable margin (as defined below) or (ii) Eurodollar Rate (adjusted for maximum reserves) as determined by the Administrative Agent, plus the applicable margin.  The applicable margin is adjusted quarterly based upon the Company’s quarterly leverage ratio. 

 

·

The Term Loan is repayable in four consecutive quarterly installments of $1,375,000 each, commencing March 31, 2017, followed by eight consecutive quarterly installments in the amount of $2,062,500 each, commencing March 31, 2018, followed by seven consecutive quarterly installments of $2,750,000 each, commencing March 31, 2020 and a final payment of the remaining 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), transaction with affiliates, dividends and other payments in respect of capital stock, optional payments and modifications of other material debt instruments, negative pledges and agreements restricting subsidiary distributions and changes in line of business. In addition, the Company is required to comply with a total leverage ratio and fixed charge coverage ratio.

 

·

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

 

On February 10, 2017, as required by the 2016 Credit Agreement, the Company entered into an agreement to cap the interest rate at 4% on the LIBOR component of its borrowings under the term loan facility until December 31, 2019. This interest rate cap was not designated for hedging or speculative purposes. The expense related to this interest rate cap was not material.

 

As of June 30, 2018, the total principal outstanding under the term loan facility and revolving credit facility was $99.2 million and $4.0 million, respectively.    The Company paid $3.2 million related to the term loan facility and $1.0 million related to the revolving credit facility during the three months ended June 30, 2018.  The effective interest rate for the term loan facility and revolving credit facility as of June 30, 2018 was 5.6% and 5.3%,  respectively.

 

Compass Convertible Notes

 

On January 4, 2011, as part of the consideration for the acquisition of Compass, we issued an aggregate of $6.3 million in convertible notes to Compass (the “Compass Notes”).  The Compass Notes matured on January 4, 2018 and interest was payable on the outstanding principal amount, computed daily, at the rate of 3.875% per annum on January 31 of each calendar year and on the seventh anniversary of the date of the Compass Notes. The Compass Notes were subject to transfer

14


 

INFORMATION SERVICES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(continued)

(tabular amounts in thousands, except per share data)

(unaudited)

 

restrictions until January 31, 2013. If the price of our common stock on the Nasdaq Global Market exceeded $4 per share for 60 consecutive trading days (the “Trigger Event”), the holder of the Compass Notes could convert all (but not less than all) of the outstanding principal amount of the Compass Notes into shares of our common stock at the rate of 1 share for every $4 in principal amount outstanding.  After the Trigger Event, we could prepay all or any portion of the outstanding principal amount of the Compass Notes by giving the holder 30 days written notice.  On March 21, 2014, the Trigger Event occurred.  As a result, a holder of the Compass Notes could convert all (but not less than all) of the outstanding principal amount of the Compass Notes into shares of our common stock at the rate of 1 share for every $4 in principal amount outstanding.  In addition, ISG could elect to prepay all or any portion of the outstanding principal amount of the Compass Notes by giving a holder 30 days written notice; however, such holder had to be given the opportunity to convert the outstanding principal amount into shares as described above.  No holder of the Compass Notes had the option to require cash payment as a result of the Trigger Event.

 

 In 2013 and 2016, we prepaid substantial portions of the outstanding principal amount of the Compass Notes.  On January 4, 2018, we paid off the $0.2 million remaining on the Compass Notes.

 

Alsbridge Notes

 

On December 1, 2016, as part of the merger consideration for the acquisition of Alsbridge, we issued an aggregate of $7.0 million in unsecured subordinated promissory notes (the “Alsbridge Notes”). The Alsbridge Notes mature on September 1, 2018 and interest accrues on the principal amount daily at a rate of 2.0% and is payable upon maturity.  At any time, the Company may at its option prepay all or any portion of Alsbridge Notes.  As of June 30, 2018, the total principal outstanding under the Alsbridge Notes was $7.0 million.

 

15


 

 

 

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 2018 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, and current competitive conditions. 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 2017 Annual Report on Form 10-K titled “Risk Factors.”

 

BUSINESS OVERVIEW

 

ISG (Information Services Group) (“ISG”) (Nasdaq: III) is a leading global technology research and advisory firm. A trusted business partner to more than 700 clients, including 75 of the top 100 enterprises in the world, 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 approximately 1,300 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 our comprehensive marketplace data.

 

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, legislative and regulatory changes and capital market disruptions.

 

We derive our revenues from fees and reimbursable expenses for professional services. A portion of our revenues are generated under hourly or daily rates billed on a time and expense basis. Clients are typically invoiced on a monthly basis, with revenue recognized as the services are provided. There are also client engagements in which we are paid a fixed amount for our services, often referred to as fixed fee billings. This may be one single amount covering the whole engagement or several amounts for various phases or functions. We also earn incremental revenues, in addition to hourly or fixed fee billings, which are contingent on the attainment of certain contractual milestones or objectives.  Such revenues may cause unusual variations in quarterly revenues and operating results.  We also derive our revenues from recurring revenue streams.  This includes Managed Services, Research, the U.S. Public Sector, subscription services around Robotic Process Automation (“RPA”) and analytic benchmarking.  All are characterized by subscriptions (i.e., renewal centric as opposed to project centric revenue streams) or 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

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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 work days is also affected by the number of vacation days taken by our consultants and holidays in each quarter. We typically have fewer business work days 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 JUNE 30, 2018 AND JUNE 30, 2017