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| SAFE HARBOR STATEMENT | |
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| PART I | | |
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| Item 1. | Business | 5 |
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| Item 1A. | Risk Factors | 12 |
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| Item 1B. | Unresolved Staff Comments | 20 |
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| Item 1C. | Cybersecurity | 21 |
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| Item 2. | Properties | 22 |
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| Item 3. | Legal Proceedings | 22 |
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| Item 4. | Mine Safety Disclosures | 22 |
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| PART II | | |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 23 |
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| Item 6. | [Reserved] | 24 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 33 |
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| Item 8. | Financial Statements and Supplementary Data. | 34 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 34 |
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| Item 9A. | Controls and Procedures | 34 |
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| Item 9B. | Other Information | 35 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 35 |
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| PART III | | |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 35 |
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| Item 11. | Executive Compensation | 35 |
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| Item 12. | Security Ownership and Certain Beneficial Owners and Management and Related Stockholder Matters | 35 |
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| Item 13. | Certain Relationships and Related Transactions and Director Independence | 36 |
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| Item 14. | Principal Accountant Fees and Services | 36 |
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| PART IV | | |
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| Item 15. | Exhibits and Financial Statement Schedules | 36 |
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| SIGNATURES PAGE | | |
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SAFE HARBOR STATEMENT
Information Services Group, Inc. (the “Company” or “ISG”) believes that some of the information in this Annual Report on Form 10-K constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends” and “continue” or similar words, but this is not an exclusive way of identifying such statements. You should read statements that contain these words carefully because they:
| ● | discuss future expectations; |
| ● | contain projections of future results of operations or financial condition; or |
| ● | state other “forward-looking” information. |
These forward-looking statements include, but are not limited to, statements relating to ISG’s:
| ● | ability to retain existing clients and contracts; |
| ● | ability to integrate recent acquisitions; |
| ● | ability to navigate challenges from pandemics; |
| ● | ability to win new clients and engagements; |
| ● | ability to implement cost reductions and productivity improvements; |
| ● | beliefs about future trends in the sourcing industry; |
| ● | expected spending on sourcing services by clients; |
| ● | foreign currency exchange rates; |
| ● | competition in the sourcing industry. |
ISG believes it is important to communicate its expectations to its stockholders. However, there may be events in the future that ISG is not able to predict accurately or over which it has no control. The risk factors and cautionary language discussed in this Annual Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations in such forward-looking statements, including among other things:
| ● | the amount of cash on hand; |
| ● | our ability to achieve or maintain adequate utilization for our consultants; |
| ● | cost reductions and productivity improvements may not be fully realized or realized within the expected time frame; |
| ● | continued compliance with government regulations; |
| ● | legislative or regulatory environments, requirements or changes adversely affecting the business in which ISG is engaged; |
| ● | fluctuations in client demand; |
| ● | our ability to grow the business and effectively manage growth and international operations while maintaining effective internal controls; |
| ● | our ability to hire and retain enough qualified employees to support operations; |
| ● | increases in wages in locations in which ISG has operations; |
| ● | our ability to retain senior management; |
| ● | fluctuations in exchange rates between the U.S. dollar and foreign currencies; |
| ● | our ability to attract and retain clients and the ability to develop and maintain client relationships based on attractive terms; |
| ● | legislation in the United States or elsewhere that adversely affects the performance of sourcing services offshore; |
| ● | cyber-attacks ranging from development and deployment of malicious software to gain access to our networks; |
| ● | telecommunications or technology disruptions or breaches; |
| ● | pandemics or natural or other disasters; |
| ● | terrorist attacks and wars, such as the war in Ukraine and the conflict in the Middle East; |
| ● | our ability to protect ISG intellectual property and the intellectual property of others; |
| ● | the international nature of ISG’s business; |
| ● | political or economic instability in countries where ISG has operations; |
| ● | worldwide political, economic and business conditions; and |
| ● | our ability to source, successfully consummate or integrate strategic acquisitions. |
All forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. Except to the extent required by applicable laws and regulations, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.
You should also review the risks and uncertainties we describe in the reports we will file from time to time with the SEC after the date of this Annual Report.
