Information Services Group Inc.
For the period ended Mar 31, 2025. Filed May 9, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 9, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and the condensed consolidated financial statements and related notes, you should carefully consider the risks discussed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. If any of these risks occur or continue to occur, our business, financial condition and/or operating results could be materially adversely affected. We also note that the risk factors described in this report and in our Form 10-K are not the only risks facing our Company, and such additional risks or uncertainties that we currently deem to be immaterial or are unknown to us could negatively impact on our business, operations and/or financial results.
Changes to trade policy, including new or increased tariffs and changing import/export regulations, may adversely affect our business, financial condition and results of operations.
Changes in U.S. or international laws and policies governing foreign trade could materially and adversely affect our business. The U.S. has instituted certain changes, and has proposed additional changes, in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S. and other government regulations affecting trade between the U.S. and other countries where we conduct our business. The new tariffs and other changes in U.S. trade policy have triggered retaliatory actions by affected countries, and foreign governments have instituted or are considering imposing trade sanctions on U.S. goods.
The imposition of tariffs and other trade restrictions, as well as the escalation of trade disputes and any downturns in the global economy resulting therefrom, could materially and adversely affect our business, financial condition and results of operations. The extent and duration of the tariffs and other trade restrictions and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, the availability and cost of alternative sources of supply and demand for our services in affected markets.
We may experience employment-related claims, commercial indemnification claims and other legal proceedings that could materially harm our business.
We currently are, and may again in the future be, subject to employment-related claims in certain of the jurisdictions in which we operate, including claims of wage and hour violations. We incur a risk of liability for claims relating to employment-related matters, contractual obligations, government inquiries and other claims. Some or all of these claims may give rise to litigation or settlements, which may cause us to incur costs or have other material adverse impacts on our financial statements. Additionally, new employment and labor laws and regulations may be proposed or adopted in the jurisdictions in which we operate that may increase the potential exposure of employers to employment-related claims and litigation.
Certain clients have negotiated broad indemnification provisions regarding the services we provide. In addition, we may have liability to our clients for the action or inaction of our consultants that may cause harm to our clients or third parties. In some cases, we must indemnify our clients for certain acts of our consultants or arising from our consultants’ presence on the client’s job site. We may also incur fines, penalties, and losses that are not covered by insurance or negative publicity with respect to these matters.
Dividend Program
On May 6, 2025, the Board approved a second-quarter dividend of $0.045 per share, payable on June 6, 2025, to shareholders of record as of June 27, 2025. The dividends are accounted for as a decrease to Stockholders’ Equity. All future dividends will be subject to the Board’s approval.
Issuer Purchases of Equity Securities
On August 1, 2023, the Board approved a new stock repurchase plan authorizing the Company to repurchase an aggregate of $25 million in shares of the Company’s common stock, which took effect upon the completion of the Company’s previous repurchase program that was exhausted in the quarter ended March 31, 2024. The Company had approximately $14.9 million of capacity available under its current share repurchase program as of March 31, 2025. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, pursuant to a Rule 10b5-1 repurchase plan or by other means in accordance with federal securities laws. The timing, the amount and the method of any repurchases will be determined by the Company’s management based on its evaluation of market conditions, capital allocation alternatives and other factors. There is no guarantee as to the number of shares that will be repurchased, and the repurchase program may be extended, suspended or discontinued at any time without notice at the Company’s discretion.
The following table details the repurchases that were made during the three months ended March 31, 2025.
| · · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · · · · Total Number of · Approximate Dollar | |||||||
| · · · · · · · Shares · · Value of Shares | |||||||
| · · Total Number of · · · · · Purchased · · That May Yet Be | |||||||
| · · Shares · · Average · · as Part of Publicly · · Purchased Under | |||||||
| · · Purchased · · Price Paid per · · Announced Plans or Programs · · the Plans or Programs | |||||||
| Period · (In thousands) · · Share · (In thousands) · (In thousands) | |||||||
| · · · · · · · · · · | |||||||
| January 1 - January 31 | 208 | | $3.22 | 208 | | $17,636 | |
| February 1 - February 28 | | 263 | | $3.17 | 263 | | $16,802 |
| March 1 - March 31 | 541 | | $3.55 | 541 | | $14,883 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.