We operate in a very competitive and rapidly changing environment that involves
numerous known and unknown risks and uncertainties, some of which are beyond our
control. Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future quarterly and annual revenues, operating income, results
of operations and cash flows, as well as any forward-looking statement, are
subject to change and to inherent risks and uncertainties, such as those
disclosed or incorporated by reference in our filings with the Securities and
Exchange Commission. Important factors that could cause our actual results,
performance and achievements, or industry results to differ materially from
estimates or projections contained in our forward-looking statements include,
among others, the following: uncertainty of the magnitude, duration, geographic
reach and impact on the global economy of the COVID-19 pandemic; our ability to
pay our debt; compliance with our credit agreements; risks associated with
acquisitions or investments; integration of businesses we have acquired;
worldwide economic conditions and credit tightening which could impact our
operating results; less than anticipated growth rates in broadly defined
business information services & advisory sector; the termination, delay, or
reduction in scope to engagements with our clients; fluctuating operating
results from factors outside of our control; a decrease in revenues from failure
to secure new project-based advisory engagements; the inability to achieve or
maintain adequate utilization for our consultants; the loss of money on our
fixed-fee or capped fee contracts; contracts with contingent-based revenue may
cause unusual variations in our operating results; our ability to maintain our
existing services and products; the profitability from expanding our service
offering; our ability to develop and offer the new services and products that we
need to remain competitive; our potential failure to anticipate and respond to
market trends; our ability to protect important intellectual property rights;
our ability to face and compete with competition; a loss of key executives could
adversely affect our business; our reliance on key members of our management
team; the ability to attract, retain and train skilled advisory and other
professionals; agreements with certain clients that limit the ability of
particular advisors to work on some engagements for a period of time; the
financial impact of losing one or more of our large clients; the exposure to
international operations could negatively impact our future revenue and growth;
data protection laws and self-regulatory codes may restrict our activities and
increase our costs; our exposure to risks related to cybersecurity; our
international operations expose us to foreign currency exchange rate risk; we
may be subject to claims for substantial damages by our clients arising out of
disruptions to their businesses or inadequate service and our insurance coverage
may be inadequate; we could be liable to our clients for damages and subject to
liability and our reputation could be damaged if our confidential information or
client data is compromised; failure to maintain effective internal control over
financial reporting could adversely affect our business and the market price of
our Common Stock; client restrictions on the use of client data could adversely
affect our activities; we may not be able to maintain the equity in our brand
name; our actual operating results may differ significantly from our guidance;
and other


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risks and uncertainties.  The potential fluctuations in our operating income
could cause period-to-period comparisons of operating results not to be
meaningful and could provide an unreliable indication of future operating
results. A description of the risk factors associated with our business is
included under "Risk Factors" in Item 1A. of this Annual Report on Form 10-K,
which is incorporated herein by reference.


ISG (Information Services Group) (Nasdaq: III) is a leading global technology
research and advisory firm. A trusted business partner to over 800 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 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 more than 1,300 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. For more information, visit

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, pandemics, such as
COVID-19, legislative and regulatory changes and capital market disruptions.

We principally derive revenues from fees for services generated on a project by
project basis. Prior to the commencement of a project, we reach agreement with
the client on rates for services based upon the scope of the project, staffing
requirements and the level of client involvement. Revenues for services rendered
are recognized on a time and materials basis or on a fixed fee or capped fee
basis in accordance with accounting and disclosure requirements for revenue

Revenues for time and materials contracts are recognized based on the number of
hours worked by our advisors at an agreed upon rate per hour and are recognized
in the period in which services are performed. Revenues for time and materials
contracts are billed monthly, semimonthly or in accordance with the specific
contractual terms of each project.

We also derive our revenues from certain recurring revenue streams.  These
include such annuity-based ISG offerings as ISG GovernX, Research, Software as a
Subscription (Automation licenses), ISG Inform and the multi-year Public Sector
contracts.  These offerings are characterized by subscriptions (i.e., renewal
centric as opposed to project centric revenue streams) or, in some instances,
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 delivers capabilities, digital insights, and better engagement with customers 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 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 workdays is also affected by the number of vacation days taken by our
consultants and holidays in each quarter. We typically have fewer business
workdays 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.


In March 2020, the World Health Organization categorized the disease caused by
the novel coronavirus ("COVID-19") as a pandemic, and it continues to spread
extensively throughout the United States and the rest of the world, particularly
in recent months with the impact of the Omicron variant of the COVID-19 virus
identified in the fourth quarter of 2021. The outbreak of COVID-19 and public
and private sector measures to reduce its transmission, such as business
closures and limits on operations, the adoption of social distancing measures
and public and private mandates to work-from-home, stay-at-home and
shelter-in-place, in particular in the early months of the pandemic, adversely
impacted our business and demand for our services as some businesses adjusted,
reduced or suspended operating activities, which negatively impacted the markets
we serve and our results of operations, cash flows and financial position
throughout 2020. In 2021, despite the economic and health impacts from the
spread of the Delta and Omicron variants of the COVID-19 virus, we positively
benefited from the effects of robust economic recovery in many of our principal
markets as vaccination efforts took hold and the overall



public health situation improved in many markets. We continue to believe that
our focus on our strategic strengths, which include talent, our ISG NEXT
operating model, data management capabilities, and the relevance of our
offerings, position us well to navigate a rapidly changing marketplace. The
future course of the pandemic is unpredictable, and the extent of its impact on
our business will vary depending on the duration and severity of the continuing
economic and operational impacts of COVID-19. The impact of the variants
identified in 2021 and the pace of improvements in health and economic
conditions has not been uniform across all geographies and could be threatened
by such factors as the continued spread of the Omicron or other variants to the
COVID-19 virus and limitations on the effectiveness of mass vaccination and
other public health efforts to mitigate the impact of the pandemic.

At the outset of the COVID-19 pandemic, we responded swiftly in support of our
people, our clients and our communities. To protect our employees, and to do our
part in stopping the spread of COVID-19, within days, our entire global
workforce had moved to a remote work environment. Prior to the rapid spread of
the Omicron variant in the fourth quarter of 2021, a significant portion of our
workforce had begun to return to the office at least part of the time, although
much of our worldwide workforce continues to work from home. We recognized the
importance of regular communication to reassure employees and to keep them
updated on our plans as the pandemic continues to unfold. We continue to adjust
our practices to facilitate the new working environments and take into account
the need of many employees to work during non-traditional hours and juggle home
lives and work responsibilities.

We believe we have had significant success in maintaining and continuing to
advance the quality of our services notwithstanding extensive changes required
by the pandemic. With respect to managing costs, we undertook multiple
initiatives to align our expenses with changes in revenue. The steps we took in
2020 across the firm, included freezes on hiring and temporary labor, major cuts
in non-essential spending, staff reductions and furloughs and salary reductions,
including voluntary salary reductions for our senior corporate management team.
Several of these actions were discontinued in 2021 as revenue growth returned.

In 2020, the Company also took restructuring actions to lower our operating
expenses structurally and permanently relative to revenue and to accelerate the
transformation of our business. Most of these actions were based on our
experience and learning in the COVID-19 pandemic and a resulting review of our
operations. Notably, we foresee a greater role for work-from-home in a hybrid
office-home model to deliver and support our services in a post-COVID world.


ISG delivered its best year ever in 2021. Our success is reflected in our share
price, as investors continue to take note of our performance. During 2021, our
share price rose 133 percent. For the year, we increased shareholder value by
more than $214 million and returned $21 million of capital to our shareholders
in the form of dividends and share repurchases.

Our ISG NEXT operating model, introduced in the third quarter of 2020, really
proved to be a game-changer in 2021. Our solution-centric approach is resonating
with clients and allowing us to expand our relationships by offering more
end-to-end solutions, supported by our ISG Research and ISG Platform businesses.
We also have sharpened our focus on key industry segments, marshalling our
vertical expertise with targeted industry solutions to capture more business in
several sectors. And we are realizing the service and productivity benefits of
our virtual ISG iFlex™ global delivery network, which allows us to support our
clients as one firm, across borders and time zones, leveraging the tools and
information found in our cloud-based ISG Workbench.

Our ISG Platform business, anchored by our ISG GovernX supplier management
solution, continues to grow-in the breadth of its offerings, in the number of
clients we serve, and in revenues. In 2021, we added new third-party risk
management capabilities to GovernX, and continued to expand our other platform
offerings. Our ISG Research business delivered double-digit revenue growth,
fueled, in particular, by the expansion of our ISG Provider Lens™ provider
evaluation research business, which doubled in size in 2021.

During 2021, we took steps toward building our capabilities in several areas
that show great promise for the firm, including ISG Digital Engineering, ISG
Cybersecurity, and ISG Enterprise Cloud, a new approach to the market aimed at
partnering with hyperscalers to support client transitions to the public cloud.

We are proud of our efforts to advance our Corporate Social Responsibility (CSR)
agenda in areas including Inclusion, Diversity, Equity and Awareness (the IDEA
team), Environmental Practices, Women in Digital and ISG Cares. Each of these
have fostered greater awareness of social issues and enhanced our ability to
make a positive impact in our firm and in the communities we serve.

As we look forward to even greater success in 2022, we can look to 2021 as a year of tremendous achievement and success.

It was a year when we began to emerge from the worst of the pandemic,
streamlined our operations and positioned ourselves for greater efficiency and
growth. Under the umbrella of ISG NEXT, we simplified what we do, how we go to
market and concentrated on the essence of how our clients benefit from ISG. As a
result, we achieved record financial results and our investors rewarded us with
a growing share price. Most importantly, we now have a solid foundation upon
which to deliver robust growth in 2022 and in the years ahead.



ISG continues to have momentum in the marketplace and with our clients. Market
demand for all things digital is at record highs, and there is no doubt we have
the right people, the right solutions, and the right approach to help every
client navigate the still-challenging passage to becoming a fully digital
enterprise. Most every enterprise today is focused on continuous transformation:
being nimble and agile to continuously adjust their operating models to rapidly
changing technology and business conditions. This will create ongoing,
sustainable demand for our advice, support, and services.

We are confident the best lies ahead for our firm and our clients as we power
through the challenges of a rapidly changing world-and realize new levels of
operational excellence and growth, together.




Revenues are generally derived from fixed fee contracts as well as engagements
priced on a time and materials basis, which are recorded based on actual time
worked as the services are performed. In addition, we also earn revenues which
are contingent on the attainment of certain contractual milestones.  Revenues
related to materials (mainly out-of-pocket expenses such as airfare, lodging and
meals) required during an engagement generally do not include a profit mark up
and can be charged and reimbursed separately or as part of the overall fee
arrangement. Invoices are issued to clients monthly, semimonthly or in
accordance with the specific contractual terms of each project.

We operate in one segment, fact-based sourcing advisory services. We operate
principally in the Americas, Europe, and Asia Pacific. Our foreign operations
are subject to local government regulations and to the uncertainties of the
economic and political conditions of those areas, and the revenue for our
foreign operations is predominantly invoiced and collected in local currency.

The geographic information on segment revenue is as follows:

                             Years Ended December 31,
Geographic Area      2021         2020        Change     Change

                                  (in thousands)
Americas           $ 160,181    $ 141,227    $ 18,954         13 %
Europe                90,256       87,131       3,125          4 %
Asia Pacific          27,395       20,770       6,625         32 %
Total revenues     $ 277,832    $ 249,128    $ 28,704         12 %

Revenues increased by $28.7 million or approximately 12% in 2021.  The increase
in revenues in the Americas was primarily attributable to an increase in our
Advisory and Research service lines, as our clients made investments in their
digital infrastructure and spending levels rebounded from the COVID-19 pandemic.
 The increase in revenues in Asia Pacific was primarily attributable to an
increase in our Advisory service line, primarily in Australia.  The increase in
revenues in Europe was primarily attributable to an increase in our Research
service line, primarily in Germany.  The translation of foreign currency
revenues into U.S. dollars positively impacted performance compared to the prior
year in Europe and Asia Pacific.

Functionnary costs

The following table presents a breakdown of our operating expenses by functional

                                                                 Years Ended December 31,
Operating Expenses                                      2021         2020        Change      Change

                                                                      (in thousands)
Direct costs and expenses for advisors                $ 168,475    $ 149,878    $  18,597         12 %
Selling, general and administrative                      78,759       83,785      (5,026)        (6) %
Depreciation and amortization                             5,331        6,196        (865)       (14) %
Total operating expenses                              $ 252,565    $ 

239,859 $12,706 5%

Total operating expenses increased by $12.7 millioni.e. approximately 5%, for 2021. The increase in operating expenses is mainly explained by the increase in compensation expenses for $12.2 million and the contract work of $11.9 million.


cost increases were partially offset by lower travel and entertainment of $4.5
million, non-cash stock compensation of $2.4 million, restructuring costs of
$1.4 million, bad debt


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costs $1.0 millioncommunication costs of $0.5 millionrental charges of $0.4 millionand contingent consideration of $0.3 millionas well as general cost reduction initiatives implemented in response to the COVID-19 pandemic and the ISG NEXT operating model.

Compensation costs consist of a combination of fixed and variable salaries, annual bonuses, benefits and pension plan contributions. Statutory and 401(k) plans are offered to employees, where applicable. Direct costs also include employee taxes, health insurance, workers’ compensation, and disability insurance.

A portion of compensation expenses for certain billable employees is allocated between direct costs and selling, general and administrative expenses based on the relative time spent between billable and non-billable activities.

Selling costs consist principally of compensation expense related to business
development, proposal preparation and delivery, and negotiation of new client
contracts. Selling costs also include travel expenses relating to the pursuit of
sales opportunities, expenses for hosting periodic client conferences, public
relations activities, participation in industry conferences, industry relations,
website maintenance and business intelligence activities. Additionally, we
maintain a dedicated global marketing function responsible for developing and
managing sales campaigns, brand promotion, the ISG Index and assembling client

We maintain a comprehensive program for training and professional development
with the related costs included in SG&A. Related expenses include product
training, updates on new service offerings or methodologies and development of
client project management skills. Also included in training and professional
development are expenses associated with the development, enhancement and
maintenance of our proprietary methodologies and tools and the systems that
support them.

Selling, general and administrative expenses consist principally of executive
management compensation, allocations of billable employee compensation related
to general management activities, IT infrastructure, and costs for the finance,
accounting, information technology and human resource functions. General and
administrative costs also reflect continued investment associated with
implementing and operating client and employee management systems. Because our
billable personnel operate remotely or on client premises, all occupancy
expenses are recorded as general and administrative.

Depreciation and amortization expense in 2021 and 2020 were $5.3 million and
$6.2 million, respectively.  The decrease of $0.9 million in depreciation and
amortization expense was primarily due to intangible assets that were fully
amortized in the prior year.  Depreciation expense is generally computed by
applying the straight-line method over the estimated useful lives of assets. We
also capitalize some costs associated with the purchase and development of
internal-use software, system conversions and website development costs. These
costs are amortized over the estimated useful life of the software or system.

We amortize our intangible assets (for example, customer relationships and databases) over their estimated useful lives. Good will related to acquisitions are not amortized but are subject to annual impairment tests.

Other expenses, net

The following table presents a breakdown of other expenses, net:

                                                Years Ended December 31,


Other income (expense), net             2021         2020       Change    

                                                     (in thousands)
Interest income                       $     142    $     260    $ (118)       (45) %
Interest expense                        (2,342)      (3,563)      1,221         34 %
Foreign currency gain (loss)                 44         (98)        142        145 %
Total other income (expense), net     $ (2,156)    $ (3,401)    $ 1,245    


The total decrease in $1.2 million primarily from lower interest expense due to our lower debt balance and lower interest rates.

income tax expense

Our effective tax rate varies from period to period depending on the allocation of profits among the various state and foreign tax jurisdictions in which business is conducted and the level of non-deductible expenses incurred during a period. given.

Our effective tax rate for the year ended December 31, 2021 was 32.8% compared to 53.1% for the year ended December 31, 2020. The difference between the US statutory rate of 21.0% for the year ended December 31, 2021 was primarily caused by the impact of higher corporate income tax rates in foreign jurisdictions and non-deductible expenses for tax purposes in the we


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This management's discussion and analysis presents supplemental measures of our
performance that are derived from our consolidated financial information but are
not presented in accordance with accounting principles generally accepted in the
United States of America ("GAAP"). We refer to these financial measures, which
are considered "non-GAAP financial measures" under SEC rules, as adjusted
EBITDA, adjusted net income, and adjusted earnings per diluted share, each as
defined below. See "Non-GAAP Financial Measures" below for information about our
use of these non-GAAP financial measures, including our reasons for including
these measures and reconciliations of each non-GAAP financial measure to the
most directly comparable GAAP financial measure.


We use non-GAAP financial measures to supplement the financial information
presented on a GAAP basis.  We provide adjusted EBITDA (defined as net income,
plus interest, taxes, depreciation and amortization, foreign currency
transaction gains/losses, non-cash stock compensation, change in contingent
consideration, acquisition-related costs, severance, integration and other
expense, and financing-related costs), adjusted net income (defined as net
income, plus amortization of intangible assets, non-cash stock compensation,
foreign currency transaction gains/losses, change in contingent consideration,
acquisition-related costs, severance, integration and other expense,
financing-related costs, and write-off of deferred financing costs on a
tax-adjusted basis) and adjusted net income as earnings per diluted share,
excluding the net of tax effect of the items set forth in the table below. These
are non-GAAP measures that the Company believes provide useful information to
both management and investors by excluding certain expenses and financial
implications of foreign currency translations that management believes are not
indicative of ISG's core operations. These non-GAAP measures are used by the
Company to evaluate the Company's business strategies and management's
performance.  These non-GAAP financial measures exclude non-cash and certain
other special charges or credits that many investors believe may obscure the
user's overall understanding of the Company's current financial performance and
the Company's prospects for the future. We believe that these non-GAAP measures
provide useful information to investors because they improve the comparability
of the financial results between periods and provide for greater transparency of
key measures used to evaluate the Company's performance.

                                            Years Ended December 31,
                                              2021             2020

                                                 (in thousands)
Net income                                $     15,529     $      2,755
Interest expense (net of interest income)        2,200            3,303
Income taxes                                     7,582            3,113
Depreciation and amortization                    5,331            6,196
Change in contingent consideration                 101              419
Acquisition-related costs (1)                      240              756
Severance, integration and other expense         1,406            2,717
Financing-related costs                              -               92
Foreign currency transaction (gain) loss          (44)               98
Non-cash stock compensation                      6,467            8,891
Adjusted EBITDA                           $     38,812     $     28,340

                                             Years Ended December 31,
                                               2021             2020

                                                  (in thousands)
Net income                                 $      15,529     $    2,755
Non-cash stock compensation                        6,467          8,891
Intangible amortization                            2,643          3,532
Change in contingent consideration                   101            419
Acquisition-related costs (1)                        240            756
Severance, integration and other expense           1,406          2,717
Financing-related costs                                -             92
Write-off of deferred financing costs                  -            167
Foreign currency transaction (gain) loss            (44)             98
Tax effect (2)                                   (3,460)        (5,335)
Adjusted net income                        $      22,882     $   14,092


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                                           Years Ended December 31,
                                             2021             2020
Net income per diluted share             $       0.30     $       0.06
Non-cash stock compensation                      0.12             0.18
Intangible amortization                          0.05             0.07
Change in contingent consideration               0.00             0.01
Acquisition-related costs (1)                    0.01             0.02
Severance, integration and other expense         0.03             0.05
Financing-related costs                             -             0.00
Write-off of deferred financing costs               -             0.00
Foreign currency transaction (gain) loss         0.00             0.00
Tax effect (2)                                 (0.07)           (0.11)

Adjusted diluted net earnings per share $0.44 $0.28


(1) Includes charges related to acquisition-related costs and non-cash fair value

adjustments to contract liabilities prior to acquisition.

(2) Marginal tax rate of 32%, reflecting we federal income tax rate of 21% plus

11% attributable to we Foreign States and Jurisdictions.



Our primary sources of liquidity are cash flows from operations, existing cash
and cash equivalents and borrowings under our revolving line of credit.
Operating assets and liabilities consist primarily of accounts receivable and
contract assets, prepaid expense and other assets, accounts payable, contract
liabilities, accrued expenses, and accrued payroll and related benefits.  The
volume of billings and timing of collections and payments affect these account

The following table summarizes our cash flows for the years ended December 31,
2021 and 2020:

                                                                   Years Ended December 31,
                                                                     2021             2020

                                                                        (in thousands)
Net cash provided by (used in):
Operating activities                                             $      41,942     $   43,971
Investing activities                                                   (2,320)        (3,498)
Financing activities                                                  (34,125)       (15,695)
Effect of exchange rate changes on cash                                (1,713)            806

Net increase in cash, cash equivalents and restricted cash $3,784 $25,584

As of December 31, 2021, our liquidity and capital resources included cash, cash
equivalents, and restricted cash of $47.6 million compared to $43.8 million as
of December 31, 2020, a net increase of $3.8 million, which was primarily
attributable to the following:

our operating activities generated net cash of $41.9 million for the year ended

December 31, 2021. Net cash provided by operations was mainly

attributable to $14.4 million provided by working capital and our net income

after adjustments for non-cash charges of approximately $27.6 million. the

? the change in working capital is mainly attributable to a $4.5 million to augment

in accounts payable, $5.5 million increase in accrued charges, $1.9 million

increase in contractual debts, $2.6 million decrease in customer accounts

and contract assets, and a $0.2 million increase in prepaid and other expenses


? repurchase of own shares of $16.3 million;

? payments related to the withholding tax for stock-based compensation of $7.1


? cash dividends paid to shareholders of $4.4 million;

? repayments of principal on borrowings from $4.3 million;

? payment of a contingent consideration of $2.6 million;

? expenditure on property, plant and equipment of $2.3 million; and

 ? proceeds from issuance of employee stock purchase plan shares of $0.6 million.


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Capital Resources

The Company's current outstanding debt, may limit our ability to fund general
corporate requirements and obtain additional financing, impact our flexibility
in responding to business opportunities and competitive developments and
increase our vulnerability to adverse economic and industry conditions.

On March 10, 2020, the Company amended and restated its senior secured credit
facility to include a $86.0 million term facility and to increase the revolving
commitments per the revolving facility (the "2020 Credit Agreement") from $30.0
million to $54.0 million. The material terms under the 2020 Credit Agreement are
as follows:

? The Term Loan Facility and the Revolving Credit Facility each have a maturity

date of March 10, 2025 (the due date “).

The credit facility is secured by all equity interests held by the

Company, and its direct and indirect national subsidiaries and, subject to

? agreed exceptions, direct and indirect “first rank” foreigners of the Company

subsidiaries and a first ranking surety over all of the

The tangible and material assets of the Company and its direct and indirect national subsidiaries

intangible assets.

The Company’s existing and future direct and indirect wholly-owned domestic assets

? the subsidiaries guarantee the Company’s obligations with respect to the senior

secure facility.

At the option of the Company, the credit facility bears interest at an annual rate

equal to either (i) the “base rate” (which is the greater of (a) the rate

publicly announced from time to time by the Administrative Agent as its “first

? “, (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 applicable margin. The applicable margin is

adjusted quarterly based on the Company’s quarterly debt ratio.

The term loan is repayable in nineteen consecutive quarterly installments of

? $1,075,000 everyone who started the June 30, 2020 and a final payment of the

outstanding principal of the term loan on the maturity date.

Compulsory term loan repayments will be required from (subject to

exceptions) (i) 100% of the proceeds of asset disposals by the Company and its

? subsidiaries, (ii) 100% of the net proceeds of issues of debt and equity securities

by the Company and its subsidiaries and (iii) 100% of the net proceeds of

insurance collection and condemnation events of the Company and its subsidiaries.

The Senior Secured Credit Facility contains a number of covenants which, among

other things, impose restrictions on matters usually reserved for seniors

secured credit facilities, including restrictions on indebtedness (including

warranty obligations), liens, fundamental changes, sales or disposal of

? property or assets, investments (including loans, advances, guarantees and

acquisitions), transactions with affiliated companies, dividends and other payments

compliance with share capital, optional payments and changes to other elements

debt instruments, negative pledges and agreements restricting the subsidiary

distributions and industry changes. Additionally, the Company is

respect a total leverage ratio and a fixed charge coverage ratio.

The senior secured credit facility contains customary events of default,

? including cross-default to other material agreements, default in judgment and

change of control.

The Company's financial statements include outstanding borrowings of $74.5
million and $78.8 million at December 31, 2021 and December 31, 2020,
respectively, which are carried at amortized cost.  The fair value of debt is
classified within Level 3 of the fair value hierarchy. The fair value of the
Company's outstanding borrowings is approximately $73.6 million and $77.7
million at December 31, 2021 and December 31, 2020, respectively.  The fair
values of debt have been estimated using a discounted cash flow analysis based
on the Company's incremental borrowing rate for similar borrowing arrangements.
 The incremental borrowing rate used to discount future cash flows is 2.0% and
2.5% for December 31, 2021 and 2020, 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.  As of December 31, 2021 and 2020, there were no
borrowings under the revolver.

We anticipate that our current cash and the ongoing cash flows from our
operations will be adequate to meet our working capital, capital expenditure,
and debt financing needs for at least the next twelve months. The anticipated
cash needs of our business could change significantly if we pursue and complete
additional business acquisitions, if our business plans change, if economic
conditions change from those currently prevailing or from those now anticipated,
or if other unexpected circumstances arise that may have a material effect on
the cash flow or profitability of our business. If we require additional capital
resources to grow our business, either internally or through acquisition, or
maintain liquidity, we may seek to sell additional equity securities or to
secure additional debt financing. The sale of additional equity securities or
certain forms of debt financing could result in additional dilution to our
stockholders. We may not be able to obtain financing arrangements in amounts or
on terms acceptable to us in the future.



The Company has financial covenants underlying its debt which require a Debt to
adjusted EBITDA ratio of 3.25. The Company is currently in compliance with
financial covenants.

Employee Retirement Plans

For the fiscal years ended December 31, 2021 and 2020, we contributed
$2.1 million and $0.9 million, respectively, to the 401(k) plan (the "Savings
Plan") on a fully discretionary basis. These amounts were invested by the
participants in a variety of investment options under an arrangement with a
third-party asset manager. All current and future financial risks associated
with the gains and losses on investments are borne by Savings Plan participants.

Significant Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires the appropriate application of
certain accounting policies, many of which require management to make estimates
and assumptions about future events and their impact on amounts reported in our
consolidated financial statements and related notes. Since future events and
their impact cannot be determined with certainty, the actual results may differ
from estimates. Such differences may be material to the consolidated financial

We believe the application of accounting policies, and the estimates inherently
required therein, are reasonable. These accounting policies and estimates are
periodically reevaluated, and adjustments are made when facts and circumstances
dictate a change. Historically, we have found the application of accounting
policies to be appropriate, and actual results have not differed materially from
those determined using necessary estimates.

Our accounting policies are more fully described in Note 2 "Summary of
Significant Accounting Policies" in the "Notes to the Consolidated Financial
Statements." We have identified revenue recognition as a critical accounting

Revenue Recognition

We recognize our revenues by applying the following five steps: (1) identify the
contract with the customer; (2) identify the performance obligation(s) in the
contract; (3) determine the transaction price; (4) allocate the transaction
price to the performance obligation(s); and (5) recognize revenue when (or as)
the company satisfies the performance obligation(s).

We principally derive revenues from fees for services generated on a project by
project basis. Prior to the commencement of a project, we reach agreement with
the client on rates for services based upon the scope of the project, staffing
requirements and the level of client involvement. It is our policy to obtain
written agreements from clients prior to performing services or when evidence of
enforceable rights and obligations is obtained. In these agreements, the clients
acknowledge that they will pay based upon the amount of time spent on the
project or an agreed upon fee structure.

Revenues for time and materials contracts, which may include capped fees or
"not-to-exceed" clauses, are recognized based on the number of hours worked by
our advisors at an agreed upon rate per hour and are recognized in the period in
which services are performed. Revenues for time and materials contracts are
billed monthly, semimonthly or in accordance with the specific contractual terms
of each project.  For contracts with capped fees or not-to-exceed clauses, we
monitor our performance and fees billed to ensure that revenue is not recognized
in excess of the contractually capped fee.

Revenues related to fixed fee contracts are recognized as value is delivered to
the customer, consistent with the transfer of control to the customer over time.
Revenue for these contracts is recognized proportionally over the term of the
contract using an input method based on the proportion of labor hours incurred
as compared to the total estimated labor hours for the fixed fee contract
performance obligations, which we consider the best available indicator of the
pattern and timing in which contract performance obligations are fulfilled and
control transfers to the customer. This percentage is multiplied by the
contracted dollar amount of the project to determine the amount of revenue to
recognize in an accounting period. The contracted amount used in this
calculation typically excludes the amount the client pays for reimbursable
expenses. There are situations where the number of hours to complete projects
may exceed our original estimate as a result of an increase in project scope or
unforeseen events. The results of any revisions in these estimates are reflected
in the period in which they become known.

For managed service implementation contracts, revenue is recognized over time as
a percentage of hours incurred to date as compared to the total expected hours
of the implementation, consistent with the transfer of control to the customer.

For ongoing managed service agreements, revenue is accrued over time in accordance with the weekly or monthly fees specified in those agreements.

We also derive revenues based on negotiating reductions in network and software
costs of companies with the entity's related service providers and providing
other services such as audits of network and communication expenses, and
consultation for network architecture.  These contracts can be fixed in fees or
can be based on the level of savings achieved related to its communications
costs.  Additionally, these contracts can also have a fixed component and a
contingent component that is based on the savings generated by the



Company.  For network and software contingency contracts with termination for
convenience clauses, revenue is recognized over time due to the existence of
provisions for payment for progress incurred to date plus a reasonable profit
margin.  The contract periods range from a few months to in excess of a year.

We also enter into arrangements for the sale of automation software licenses and
related delivery of consulting or implementation services at the same time or
within close proximity to one another. Such software-related performance
obligations include the sale of on-premise software and software-as-a-service
licenses, as well as other software-related services.  Revenue associated with
the software performance obligation is primarily recognized at the point at
which the software is installed or access is granted, while revenue associated
with the implementation service performance obligation is recognized over the
software implementation period as a percentage of hours incurred to date as
compared to the total expected hours.

Revenue associated with events is recognized at the point of time at which the
event occurs and is primarily comprised of sponsorships.  Conversely, revenue
associated with research subscriptions is recognized over time, as the customer
accesses our data or related platforms. In addition, we sell research products
for which the revenue is recognized at a point in time upon delivery to the

The agreements entered into in connection with a project typically allow our
clients to terminate early due to breach or for convenience with 30 days'
notice. In the event of termination, the client is contractually required to pay
for all time, materials and expenses incurred by us through the effective date
of the termination.  In addition, from time to time, we enter into agreements
with clients that limit our right to enter into business relationships with
specific competitors of that client for a specific time period. These provisions
typically prohibit us from performing a defined range of services that we might
otherwise be willing to perform for potential clients. These provisions are
generally limited to six to twelve months and usually apply only to specific
employees or the specific project team.

When we recognize revenues in advance of billing, those revenues are recorded as
contract assets.  When we invoice in advance of completing services or earning
revenues, those amounts are recorded as contract liabilities.

Recent accounting pronouncements

See Note 2 to our consolidated financial statements included elsewhere in this report.

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