SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 9, 2016 (March 9, 2016)

Information Services Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33287	20-5261587
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

Two Stamford Plaza

281 Tresser Boulevard

Stamford, CT 06901

(Address of principal executive offices)

(203) 517-3100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

xPre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 9, 2016, Information Services Group, Inc. (“ISG” or the “Company”) amended the Credit Agreement, dated as of May 3, 2013, among the Company, the various lenders party thereto and Bank of America, N.A., as Administrative Agent (as amended from time to time, the “2013 Credit Agreement”).  The amendment to the 2013 Credit Agreement increases the revolving line of credit commitment by $15 million to a total of $40 million and allows the Company to maintain its maximum consolidated total leverage ratio at 3.00 to 1.00 through the first quarter of 2017.

A copy of this amendment is filed as Exhibit 10.1 of this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On March 9, 2016, the Company released its earnings for the fourth quarter 2015 which ended on December 31, 2015 and is furnishing a copy of the earnings release to the Securities and Exchange Commission under Item 2.02 of this Current Report on Form 8-K. In addition, ISG will discuss its financial results during a teleconference call on Thursday, March 10, 2016 at 9:00am (EDT). To access the teleconference call, go to ISG’s website at www.isg-one.com.  The press release is furnished herewith as Exhibit 99.1 and shall not be deemed filed for purposes of the Exchange Act.

ISG reports all financial information required in accordance with U.S. generally accepted accounting principles (GAAP).  ISG believes, however, that evaluating its ongoing operating results will be enhanced if it also discloses certain non-GAAP information.  These non-GAAP financial measures exclude non-cash and certain other special charges that many investors believe may obscure the user’s overall understanding of ISG’s current financial performance and the Company’s prospects for the future.  ISG believes 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.

ISG provides adjusted EBITDA (defined as net income before net income attributable to noncontrolling interest, interest, taxes, depreciation and amortization, foreign currency transaction gains/losses, non-cash stock compensation, impairment charges for goodwill and intangible assets, tax indemnity receivable, interest on contingent consideration, gain on extinguishment of debt and bargain purchase gain) and adjusted net income (defined as net income plus amortization of intangible assets, non-cash stock compensation, foreign currency transaction gains/losses and non-cash impairment charges for goodwill and intangible assets, interest on contingent consideration,  gain on extinguishment of debt and bargain purchase gain, on a tax-adjusted basis) and selected financial data on a constant currency basis (using foreign currency exchange rates based on an average of daily spot rates from January 1, 2014 to August 31, 2014), which 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, which management believes are not indicative of ISG’s core operations.  Certain prior period amounts have been reclassified to conform to the current period presentation and definitions of non-GAAP measurements. These non-GAAP measures are used by ISG to evaluate the Company’s business strategies and management’s performance.

Non-GAAP financial measures, when presented, are reconciled to the most closely applicable GAAP measure.  Non-GAAP measures are provided as additional information and should not be considered in isolation or as a substitute for results prepared in accordance with GAAP.

ITEM 8.01. OTHER EVENTS.

On March 9, 2016, the Company issued a press release regarding commencement on March 10, 2016 of a modified “Dutch auction” tender offer to purchase up to $12 million of its common stock, a copy of which is filed as Exhibit 99.2 to this Form 8-K and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibit.

10.1Fifth Amendment to the 2013 Credit Agreement dated March 9, 2016

99.1Press Release dated March 9, 2016 regarding earnings for the fourth quarter 2015

99.2Press Release dated March 9, 2016 regarding commencement of modified “Dutch Auction” tender offer

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 9, 2016	INFORMATION SERVICES GROUP, INC.
	By:	/s/ Michael P. Connors
		Michael P. Connors
		Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Fifth Amendment to the 2013 Credit Agreement dated March 9, 2016
99.1	Press Release dated March 9, 2016 regarding earnings for the fourth quarter 2015
99.2	Press Release dated March 9, 2016 regarding commencement of modified “Dutch Auction” tender offer

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EX-10.1

EXHIBIT 10.1

Execution Version

FIFTH AMENDMENT AGREEMENT

FIFTH AMENDMENT AGREEMENT (this “Agreement”) dated as of March 9, 2016 by and among (1) Information Services Group, Inc. (the “Borrower”), (2) International Advisory Holdings Corp., International Consulting Acquisition Corp., TPI Advisory Services Americas, Inc., ISG Information Services Group Americas, Inc. (formerly known as Technology Partners International, Inc.) and TPI Eurosourcing, L.L.C. (collectively, the “Guarantors”), (3) the financial institutions party to the Credit Agreement (as defined below) as lenders (collectively, the “Lenders” and individually, a “Lender”), and (4) Bank of America, N.A. (“Bank of America”) as administrative agent (the “Administrative Agent”) for the Lenders and as Swingline Lender and L/C Issuer with respect to a certain Credit Agreement dated as of May 3, 2013, by and among the Borrower, the Guarantors, the Lenders, the Administrative Agent, the L/C Issuer and BMO Harris Bank N.A. and Fifth Third Bank as co-Syndication Agents, as amended by that certain First Amendment Agreement dated as of November 14, 2013, that certain Second Amendment Agreement dated as of March 18, 2014, that certain Third Amendment Agreement dated as of December 2, 2014, and that certain Fourth Amendment Agreement dated as of May 11, 2015 (as amended, the “Credit Agreement”).

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement to, among other things, increase the aggregate Revolving Commitments from $25,000,000 to $40,000,000 (the “Commitment Increase”)

WHEREAS, the Lenders have agreed to such amendments on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

§1.          Definitions.  Capitalized terms used herein without definition that are defined in the Credit Agreement shall have the same meanings herein as therein.

§2.          Ratification of Existing Agreements.  All of the Loan Parties’ obligations and liabilities to the Administrative Agent, the L/C Issuer, the Swingline Lender and the Lenders as evidenced by or otherwise arising under the Credit Agreement, the Notes and the other Loan Documents, are, by each Loan Party’s execution of this Agreement, ratified and confirmed in all respects.  In addition, by each Loan Party’s execution of this Agreement, each of the Loan Parties represents and warrants that no Loan Party has any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.

§3.          Representations and Warranties.  Each of the Loan Parties hereby represents and warrants to the Administrative Agent, the L/C Issuer, the Swingline Lender and Lenders that

all of the representations and warranties made by the Loan Parties in the Credit Agreement, the Notes and the other Loan Documents are true in all material respects on the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate expressly to an earlier date.

§4.          Conditions Precedent.  The effectiveness of the amendments contemplated hereby shall be subject to the satisfaction of each of the following conditions precedent:

(a)           Representations and Warranties.  All of the representations and warranties made by the Loan Parties herein, whether directly or incorporated by reference, shall be true and correct on the date hereof except as provided in §3 hereof.

(b)           Performance; No Event of Default.  The Loan Parties shall have performed and complied in all respects with all terms and conditions herein required to be performed or complied with by them prior to or at the time hereof, and there shall exist no Default or Event of Default.

(c)           Action.  All requisite corporate or other action necessary for the valid execution, delivery and performance by the Loan Parties of this Agreement and all other instruments and documents delivered by the Loan Parties in connection herewith shall have been duly and effectively taken.

(d)           Fees and Expenses.

(i)            The Borrower shall have paid to the Administrative Agent, for the account of the Lenders, an upfront fee equal to $97,500 (which fee represents the sum of (x) a fee in the amount of 15 basis points of the aggregate Revolving Commitments in effect prior to the Commitment Increase and (y) a fee in the amount of 40 basis points of the Commitment Increase.  The fee set forth in clause (x) of the immediately preceding sentence shall be for the pro rata account of all Lenders based upon the Revolving Commitments in effect prior to the Commitment Increase, and the fee set forth in clause (y) of the immediately preceding sentence shall be for the pro rata account of Lenders participating in the Commitment Increase.  Such fee shall be earned and due and payable in full on the date hereof; and

(ii)           The Borrower shall have paid to the Administrative Agent the reasonable fees and expenses of counsel to the Administrative Agent in connection with the preparation of this Agreement.

(e)           Delivery.  The Loan Parties, the Administrative Agent, the Lenders, the L/C Issuer and the Swingline Lender shall have executed and delivered this Agreement.  In addition, the Loan Parties shall have executed and delivered such further instruments and taken such further action as the Administrative Agent and the Lenders may have reasonably requested, in each case further to effect the purposes of this Agreement, the Credit Agreement and the other Loan Documents.

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§5.          Amendments to the Credit Agreement.

(a)           Amendment to Section 1.01 of the Credit Agreement.  The definition of “Consolidated Fixed Charge Coverage Ratio” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Consolidated Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated EBITDA, plus (ii) the one-time unamortized deferred financing fees previously incurred by Borrower and recognized as an expense on or about the Closing Date in connection with Indebtedness of the Loan Parties being refinanced by this Agreement on the Closing Date in an aggregate amount not to exceed $554,000, less (iii) if the Consolidated Leverage Ratio is greater than 2.25 to 1.00 as of the most recently completed Measurement Period, the aggregate amount of all Restricted Payments made during the such Measurement Period, less (iv) the aggregate amount of all Capital Expenditures made by the Borrower and its Subsidiaries during the most recently completed Measurement Period, less (v) the aggregate amount of federal, state, local and foreign income taxes paid or required to be paid, in each case, of or by the Borrower and its Subsidiaries for the most recently completed Measurement Period to (b) the sum of (i) Consolidated Interest Charges, and (ii) the aggregate principal amount of all redemptions or similar acquisitions for value of outstanding debt for borrowed money or regularly scheduled principal payments during such Measurement Period, but excluding (x) the redemption of the Convertible Debenture owing to CPIV S.A. in a principal amount not to exceed $1,672,361, (y) Restricted Payments consisting of the repurchase of the Company’s Equity Interests in an aggregate amount not to exceed $15,000,000 occurring on or before April 30, 2016 and (z) any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02.

(b)           Amendment to Section 7.11(a) of the Credit Agreement.  Section 7.11(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(a)           Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as of the end of any period of four (4) fiscal quarters of the Borrower ending during the periods set forth below to be greater than the ratio set forth below opposite such period:

Four (4) Fiscal Quarters Ending	Maximum Consolidated Leverage Ratio
June 30, 2015 through and including March 31, 2017	3.00:1.00
June 30, 2017 and each fiscal quarter thereafter	2.75:1.00

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(c)           Amendment to Schedule 1.01(b) of the Credit Agreement.  Schedule 1.01(b) of the Credit Agreement is hereby amended and restated as set forth on Schedule 1.01(b) attached hereto.

§6.          Miscellaneous Provisions.

(a)           Except as otherwise expressly provided by this Agreement, all of the respective terms, conditions and provisions of the Credit Agreement, the Notes and the other Loan Documents shall remain the same.  The Credit Agreement, as amended hereby, shall continue in full force and effect, and this Agreement and the Credit Agreement, shall be read and construed as one instrument.

(b)           THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(c)           This Agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument.  In making proof of this Agreement it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought.  A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have duly executed this Fifth Amendment Agreement as of the date first set forth above.

INFORMATION SERVICES GROUP, INC.
By:	/s/ David Berger
Name:	David Berger
Title:	Chief Financial Officer
INTERNATIONAL ADVISORY HOLDINGS
CORP.
By:	/s/ David Berger
Name:	David Berger
Title:	Chief Financial Officer
INTERNATIONAL CONSULTING ACQUISITION CORP.
By:	/s/ David Berger
Name:	David Berger
Title:	Chief Financial Officer
TPI ADVISORY SERVICES AMERICAS, INC.
By:	/s/ David Berger
Name:	David Berger
Title:	President
ISG INFORMATION SERVICES GROUP AMERICAS, INC. (formerly known as Technology Partners International, Inc.)
By:	/s/ David Berger
Name:	David Berger
Title:	Vice President & Secretary

TPI EUROSOURCING, L.L.C.
By:	/s/ David Berger
Name:	David Berger
Title:	President & Chief Financial Officer
BANK OF AMERICA, N.A., as Administrative
Agent, L/C Issuer and Swingline Lender
By:	/s/ Christopher T. Phelan
Name:	Christopher T. Phelan
Title:	Senior Vice President
BANK OF AMERICA, N.A.
By:	/s/ Christopher T. Phelan
Name:	Christopher T. Phelan
Title:	Senior Vice President
FIFTH THIRD BANK
By:	/s/ Valerie Schanzer
Name:	Valerie Schanzer
Title:	Managing Director
BMO HARRIS BANK N.A.
By:	/s/ Anna Smith
Name:	Anna Smith
Title:	Vice President
WEBSTER BANK, NATIONAL ASSOCIATION
By:	/s/ George G. Sims
Name:	George G. Sims
Title:	Senior Vice President

Schedule 1.01(b)

Initial Commitments and Applicable Percentages

Lender	Revolving Commitment		Applicable Percentage- Revolving Facility		Term Commitment		Applicable Percentage - Term Facility
Bank of America, N.A.	$	14,285,714.28	35.714285714	%	$	16,071,428.57	35.714285714	%
BMO Harris Bank N.A.	$	11,428,571.43	28.571428571	%	$	12,857,142.86	28.571428571	%
Fifth Third Bank	$	11,428,571.43	28.571428571	%	$	12,857,142.86	28.571428571	%
Webster Bank, National Association	$	2,857,142.86	7.142857143	%	$	3,214,285.71	7.142857143	%
Total	$	40,000,000.00	100.000000000	%	$	45,000,000.00	100.000000000	%

EX-99.1

Exhibit 99.1

Press Contact:

Barry Holt

203-517-3110

Barry.Holt@isg-one.com

Investor Contact:

David Berger

203-517-3104

David.Berger@isg-one.com

INFORMATION SERVICES GROUP ANNOUNCES

FOURTH-QUARTER AND FULL-YEAR FINANCIAL RESULTS

Record fourth-quarter revenues of $53.9 million, up 9% in constant currency

Record fourth-quarter adjusted EBITDA of $6.5 million, up 23% in constant currency; adjusted EPS of $0.08, up 33%; net income of $1.2 million, up 71%

Strong operating results drove year-end cash balance to $17.8 million,

up 25% from Q3

ISG acquires Munich-based Experton Group, expanding research offerings

STAMFORD, Conn., March 9, 2016 — Information Services Group, Inc. (ISG) (NASDAQ: III), a leading technology insights, market intelligence and advisory services company, today announced financial results for the fourth quarter and full year ended December 31, 2015.

“ISG delivered record fourth-quarter revenues and profitability in 2015, bringing to a close another successful year of growth and innovation for the firm.  Our fourth-quarter revenues were up 9 percent in constant currency versus the prior year, driven by more than 50 percent growth in Asia Pacific and 10 percent growth in Europe,” said Michael P. Connors, chairman and chief executive officer.  “For the full year, revenues were up 8 percent—at the top of our guidance— and adjusted EBITDA was up 11 percent, both in constant currency. These strong results are a testament to the insight and thought leadership of our advisors, our investments in cloud and digital services, and the benefits of our global diversification and delivery capabilities.  We continue to serve as a trusted partner to our clients, providing guidance and expertise to help them solve their most complex and pressing technological and operational issues.”

Fourth-Quarter 2015 Results

ISG reported record fourth-quarter revenues of $53.9 million, an increase of 9 percent in constant currency and up 1 percent on a reported basis, from $53.2 million in the fourth quarter of 2014.  Currency negatively impacted reported revenues by $3.9 million versus the prior year.  Revenues were $24.8 million in the Americas (down 2 percent from the same period in 2014), $23.0 million in Europe (up 10 percent), and $6.1 million in Asia Pacific (up 55 percent), with growth rates in constant currency.

ISG reported operating income of $2.5 million for the fourth quarter of 2015.  This compares with operating income of $3.3 million in the fourth quarter of 2014.  Included in the fourth-quarter 2015 operating income was a $0.8 million reversal of a tax indemnity receivable associated with the Compass acquisition. This was offset by a $0.8 million reduction in the tax provision. Net income for the fourth quarter was $1.2 million compared with $0.7 million in the fourth quarter of 2014.  Reported fully diluted earnings per share (EPS) were $0.03 per share compared with $0.02 per share for the same period in 2014.  Adjusted net income (a non-GAAP measure defined as net income plus amortization of intangible assets, non-cash stock compensation, foreign currency transaction gains/losses and non-cash impairment charges for goodwill and intangible assets, interest on contingent consideration, gain on extinguishment of debt and bargain purchase gain, on a tax-adjusted basis) for the fourth quarter was $3.1 million, or $0.08 per share on a diluted basis, compared with adjusted net income of $2.2 million, or $0.06 per share on a diluted basis, in the prior year’s fourth quarter.

Record fourth-quarter 2015 adjusted EBITDA (a non-GAAP measure defined as net income before net income attributable to non-controlling interest, interest, taxes, depreciation and amortization, foreign currency transaction gains/losses, non-cash stock compensation, impairment charges for goodwill and intangible assets, tax indemnity receivable, interest on contingent consideration, gain on extinguishment of debt and bargain purchase gain) was $6.5 million compared with $6.3 million in last year’s fourth quarter, up 23 percent in constant currency.  Currency negatively impacted reported adjusted EBITDA by $1.2 million versus the prior year.

Full-Year 2015 Results

ISG reported full-year 2015 revenues of $209.2 million, an increase of 8 percent on a constant-currency basis, and flat on a reported basis from the prior-year total of $209.6 million. Currency negatively impacted reported revenues by $16.2 million (8 percent) versus the same prior year period.  Revenues were $108.9 million in the Americas (up 4 percent from the same period in 2014), $77.8 million in Europe (up 7 percent) and $22.5 million in Asia Pacific (up 34 percent); growth rates are in constant currency.

Operating income for the full year of 2015 was $9.6 million, a $3.1 million decrease from 2014 operating income of $12.7 million.  Included in the full-year 2015 operating income was a $0.8 million reversal of a tax indemnity receivable associated with the Compass acquisition. This was offset by a $0.8 million reduction in the tax provision.  Full-year 2015 stock compensation was $5.0 million compared with $3.1 million in 2014.  Net income for the full year of 2015 was $5.0 million compared with $6.3 million in the prior year.  Reported fully diluted EPS for the full-year 2015 period was $0.13 versus $0.16 in the same prior-year period.  ISG’s full-year 2015 adjusted net income totaled $11.1 million, a decrease of $0.5 million from adjusted net income of $11.6 million in 2014.  Diluted adjusted EPS for the full-year 2015 period was $0.29 compared with $0.30 in 2014.

Adjusted EBITDA of $22.6 million for the full year of 2015 compares with $23.2 million of adjusted EBITDA in the same prior-year period, an increase of 11 percent in constant currency.  Currency negatively impacted reported adjusted EBITDA by $3.1 million versus the same prior-year period. The 2015 results included a charge of $0.5 million for contingent consideration liabilities tied to the STA Consulting and CCI earn-outs that will be paid in the future, compared with $0.6 million in the prior-year period.

Other Financial and Operating Highlights

ISG cash and cash equivalents totaled $17.8 million at December 31, 2015, an increase of $3.6 million from September 30, 2015.  The increase in cash balances from September 30, 2015 was principally attributable to strong operating results, partially offset by $1.4 million in non-operating use of cash for debt repayments ($0.6 million) and repurchases of stock ($0.8 million).  For the full year 2015, ISG repaid $2.6 million in debt and returned $8.6 million to shareholders through share repurchases of $3.4 million and the payment of a special dividend of $5.2 million.  Total outstanding debt at December 31, 2015 was $50.8 million compared with $53.4 million at December 31, 2014.

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ISG Acquires Experton Group AG

On February 29, 2016, ISG acquired Experton Group AG, a research, advisory and benchmarking firm based in Munich, Germany. The acquisition accelerates the development of ISG’s recurring research business in the DACH (Germany, Austria and Switzerland) region — the firm’s second-largest market after the Americas; adds immediate, trusted vendor benchmarking and advisory capabilities; and provides a solid foundation for future expansion. Importantly, Experton Group highly complements ISG’s 2015 acquisition of Saugatuck Technology, which provides research and analysis on the future of business computing under the newly launched ISG Insights™ brand.

“Our acquisition of Experton Group, along with last year’s acquisition of Saugatuck Technology, demonstrates ISG’s firm commitment to offer our clients deep analytical, research and forecasting capabilities, which, when coupled with our industry-leading consulting services and market intelligence, allow clients to plan for their digital future and stay ahead of the competitive curve,” said Connors.

Connors also noted the acquisition of Experton Group is part of ISG’s strategy to increase its recurring-revenue base, which currently represents 28 percent of the firm’s revenue. Experton Group’s revenue model, like that of Saugatuck Technology, further expands our growing and more predictable recurring revenue streams, which are targeted to reach 35 percent of firm revenue over the next few years.”

2016 Full-Year Revenue and Adjusted EBITDA Guidance

“For 2016, ISG is targeting growth in revenues in the range of 6 percent to 8 percent, and growth in adjusted EBITDA between 10 percent and 15 percent, excluding the impact of currency,” Connors said.

“We are excited about our growth prospects in 2016, based on the solid demand we are seeing in the marketplace, our committed multi-year Managed Services contracts, the accelerating growth trajectory we expect in the Americas as the year progresses, and the ongoing sustained performance we expect in Europe and Asia Pacific.  Aware of broader global macroeconomic conditions, we believe that the fundamentals of our business and the industry overall remain strong and that our markets will continue to provide attractive growth opportunities for ISG.  Our longer-term goals remain unchanged: at least high single-digit revenue growth and adjusted EBITDA operating leverage targeted at 1.5 times the rate of revenue growth,” said Connors.  “I remain confident that we will continue to deliver strong results in 2016 and beyond.”

Conference Call

ISG has scheduled a call for 9:00 a.m., Eastern Time, Thursday, March 10, 2016, to discuss the company’s fourth-quarter and full-year financial results.  The call can be accessed by dialing 1-888-287-5563 or, for international callers by dialing 001-719-457-2627.  The access code is 4477951.  A recording of the conference call will be accessible on ISG’s website www.isg-one.com for approximately four weeks following the call.

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About Information Services Group

Information Services Group (ISG) (NASDAQ: III) is a leading technology insights, market intelligence and advisory services company, serving more than 500 clients around the world to help them achieve operational excellence. ISG supports private and public sector organizations to transform and optimize their operational environments through research, benchmarking, consulting and managed services, with a focus on information technology, business process transformation, program management services and enterprise resource planning. Clients look to ISG for unique insights and innovative solutions for leveraging technology, the deepest data source in the industry, and more than five decades of experience and global leadership in information and advisory services. Based in Stamford, Conn., the company has more than 1,000 employees and operates in 21 countries.

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Forward-Looking Statements

This communication contains “forward-looking statements” which represent the current expectations and beliefs of management of ISG concerning future events and their potential effects. Statements contained herein including words such as “anticipate,” “believe,” “contemplate,” “plan,” “estimate,” “expect,” “intend,” “will,” “continue,” “should,” “may,” and other similar expressions, are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those risks relate to inherent business, economic and competitive uncertainties and contingencies relating to the businesses of ISG and its subsidiaries including without limitation: (1) failure to secure new engagements or loss of important clients; (2) ability to hire and retain enough qualified employees to support operations; (3) ability to maintain or increase billing and utilization rates; (4) management of growth; (5) success of expansion internationally; (6) competition; (7) ability to move the product mix into higher margin businesses; (8) general political and social conditions such as war, political unrest and terrorism; (9) healthcare and benefit cost management; (10) ability to protect ISG and its subsidiaries’ intellectual property and the intellectual property of others; (11) currency fluctuations and exchange rate adjustments; (12) ability to successfully consummate or integrate strategic acquisitions; (13) engagements may be terminated, delayed or reduced in scope by clients. Certain of these and other applicable risks, cautionary statements and factors that could cause actual results to differ from ISG’s forward-looking statements are included in ISG’s filings with the U.S. Securities and Exchange Commission. ISG undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

Non-GAAP Financial Measures

ISG reports all financial information required in accordance with U.S. generally accepted accounting principles (GAAP). In this release, ISG has presented both GAAP financial results as well as non-GAAP information for information for the three and twelve months ended December 31, 2015 and December 31, 2014.  ISG believes that evaluating its ongoing operating results will be enhanced if it discloses certain non-GAAP information.  These non-GAAP financial measures exclude non-cash and certain other special charges that many investors believe may obscure the user’s overall understanding of ISG’s current financial performance and the Company’s prospects for the future.  ISG believes 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.

ISG provides adjusted EBITDA (defined as net income before net income attributable to noncontrolling interest, interest, taxes, depreciation and amortization, foreign currency transaction gains/losses, non-cash stock compensation, impairment charges for goodwill and intangible assets, tax indemnity receivable, interest on contingent consideration, gain on extinguishment of debt and bargain purchase gain), adjusted net income (defined as net income plus amortization of intangible assets, non-cash stock compensation, foreign currency transaction gains/losses and non-cash impairment charges for goodwill and intangible assets, interest on contingent consideration, gain on extinguishment of debt and bargain

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purchase gain, on a tax-adjusted basis), adjusted net income as earnings per diluted share and selected financial data on a constant currency basis (using foreign currency exchange rates based on an average of daily spot rates from January 1, 2014 to August 31, 2014), which 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, which management believes are not indicative of ISG’s core operations. These non-GAAP measures are used by ISG to evaluate the Company’s business strategies and management’s performance.

Non-GAAP financial measures, when presented, are reconciled to the most closely applicable GAAP measure. Non-GAAP measures are provided as additional information and should not be considered in isolation or as a substitute for results prepared in accordance with GAAP.

5

Information Services Group, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except per share amounts)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2015			2014			2015			2014
Revenues	$	53,886		$	53,230		$	209,240		$	209,617
Operating expenses
Direct costs and expenses for advisors	31,612			31,336			124,701			124,132
Selling, general and administrative	18,015			16,676			67,841			65,434
Depreciation and amortization	1,775			1,872			7,083			7,373
Operating income	2,484			3,346			9,615			12,678
Interest income	3			6			14			18
Interest expense	(432		)	(705		)	(1,789		)	(2,229		)
Bargain purchase gain	—			—			—			146
Foreign currency transaction (loss) gain	(121		)	(33		)	303			(145		)
Income before taxes	1,934			2,614			8,143			10,468
Income tax provision	692			1,887			3,189			4,164
Net income	1,242			727			4,954			6,304
Net (loss) income attributable to noncontrolling interest	(34		)	70			113			126
Net income attributable to ISG	$	1,276		$	657		$	4,841		$	6,178
Weighted average shares outstanding:
Basic	37,198			36,702			37,186			37,086
Diluted	38,986			38,333			38,936			38,693
Earnings per share attributable to ISG:
Basic	$	0.03		$	0.02		$	0.13		$	0.17
Diluted	$	0.03		$	0.02		$	0.13		$	0.16

6

Information Services Group, Inc.

Reconciliation from GAAP to Non-GAAP

(unaudited)

(in thousands, except per share amounts)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2015			2014			2015			2014
Net income attributable to ISG	$	1,276		$	657		$	4,841		$	6,178
Plus:
Net (loss) income attributable to noncontrolling interest	(34		)	70			113			126
Interest expense (net of interest income)	429			699			1,775			2,211
Income taxes	692			1,887			3,189			4,164
Depreciation and amortization	1,775			1,872			7,083			7,373
Bargain purchase gain	—			—			—			(146		)
Interest on contingent consideration	35			—			71			—
Tax indemnity receivable	812			—			812			—
Foreign currency transaction loss/(gain)	121			33			(303		)	145
Non-cash stock compensation	1,409			1,038			5,049			3,107
Adjusted EBITDA	$	6,515		$	6,256		$	22,630		$	23,158
Net income attributable to ISG	$	1,276		$	657		$	4,841		$	6,178
Plus:
Non-cash stock compensation	1,409			1,038			5,049			3,107
Intangible amortization	1,338			1,420			5,323			5,581
Bargain purchase gain	—			—			—			(146		)
Interest on contingent consideration	35			—			71			—
Foreign currency transaction loss/(gain)	121			33			(303		)	145
Tax effect (1)	(1,103		)	(947		)	(3,853		)	(3,301		)
Adjusted net income	$	3,076		$	2,201		$	11,128		$	11,564
Weighted average shares outstanding:
Basic	37,198			36,702			37,186			37,086
Diluted	38,986			38,333			38,936			38,693
Adjusted earnings per share:
Basic	$	0.08		$	0.06		$	0.30		$	0.31
Diluted	$	0.08		$	0.06		$	0.29		$	0.30

(1)Marginal tax rate of 38.0% applied.

7

Information Services Group, Inc.

Selected Financial Data

Constant Currency Comparison

					Three Months Ended							Three Months Ended
	Three Months Ended		Constant currency		December 31, 2015		Three Months Ended		Constant currency			December 31, 2014
	December 31, 2015		impact (1)		Adjusted		December 31, 2014		impact (1)			Adjusted
Revenue	$	53,886	$	4,592	$	58,478	$	53,230	$	663		$	53,893
Operating income	$	2,484	$	1,403	$	3,887	$	3,346	$	191		$	3,537
Adjusted EBITDA	$	6,515	$	1,429	$	7,944	$	6,256	$	198		$	6,454
					Twelve Months Ended							Twelve Months Ended
	Twelve Months Ended		Constant currency		December 31, 2015		Twelve Months Ended		Constant currency			December 31, 2014
	December 31, 2015		impact (1)		Adjusted		December 31, 2014		impact (1)			Adjusted
Revenue	$	209,240	$	12,908	$	222,148	$	209,617	$	(3,313	)	$	206,304
Operating income	$	9,615	$	2,370	$	11,985	$	12,678	$	(608	)	$	12,070
Adjusted EBITDA	$	22,630	$	2,463	$	25,093	$	23,158	$	(629	)	$	22,529

(1) Foreign currency rates based on an average FX rate from January 1, 2014  to August 31, 2014 used for constant currency translation.

8

EX-99.2

Exhibit 99.2

Press Contact:

Barry Holt

203-517-3110

Barry.Holt@isg-one.com

Investor Contact:

David Berger

203-517-3104

David.Berger@isg-one.com

INFORMATION SERVICES GROUP ANNOUNCES COMMENCEMENT
OF DUTCH AUCTION TENDER OFFER FOR UP TO

$12 MILLION OF ITS COMMON STOCK

Also announces plans to expand its share repurchase program by $15 million;

Amends Credit Agreement, increasing revolver capacity by $15 million

STAMFORD, Conn., March 9, 2016 — Information Services Group, Inc. (ISG) (NASDAQ: III), a leading technology insights, market intelligence and advisory services company, today announced that it will commence on March 10, 2016 a modified “Dutch auction” tender offer to purchase up to $12 million of its common stock, par value of $0.001 per share (“Common Stock”) at a price not greater than $4.00 nor less than $3.30 per share. The Company intends to pay for the share repurchases from its existing cash balances and through the revolver on its credit facility.

Modified Dutch Auction Tender Offer

ISG will offer to purchase up to $12 million in value of its Common Stock at a price not greater than $4.00 nor less than $3.30 per share. In accordance with the rules of the Securities and Exchange Commission (“SEC”), ISG may increase the number of shares of stock accepted for payment in the offer by no more than 2 percent of the outstanding stock without amending or extending the tender offer. On March 8, 2016, the closing price of Common Stock was $3.28 per share. The tender offer will commence tomorrow, March 10, 2016, and will expire at 5:00 p.m., New York City time, on April 7, 2016, unless extended. Tender of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration date, in each case, in accordance with the procedures described in the tender offer materials.

A modified “Dutch auction” tender offer allows stockholders to indicate how much stock and at what price within the specified offer range they wish to tender their stock. Based on the number of shares tendered and the prices specified by the tendering stockholders, ISG will determine the lowest price per share within the specified range that will enable it to purchase $12 million of Common Stock at such price, or such lesser number of shares that are tendered and not withdrawn, subject to the terms of the tender offer. All stock purchased in the tender offer will be purchased at the same price, even if the stockholder tendered at a lower price, so in some cases ISG may purchase stock at a price above the price indicated by the stockholder tendering that stock. If the tender offer is

fully subscribed, the maximum number of shares proposed to be purchased in the tender offer represents approximately 8% of ISG’s currently outstanding Common Stock at the high end of the price range and approximately 10% of ISG’s currently outstanding Common Stock at the low end of the price range.

If, at the final purchase price, shares representing more than $12 million in value of Common Stock at the applicable purchase price (or such greater number of shares as ISG may choose to purchase without amending or extending the offer) are properly tendered, not properly withdrawn from and accepted pursuant to the offer to purchase, ISG will purchase stock tendered at or below that price subject to the “odd lot” priority, proration and conditional tender provisions set forth in the tender offer documents. The tender offer will not be conditioned upon any minimum number of shares being tendered. The tender offer will be, however, subject to certain conditions described in the tender offer documents, which will be distributed to stockholders of record and also will be made available for distribution to beneficial owners of ISG’s Common Stock. These documents will contain tendering instructions and a complete explanation of the tender offer’s terms and conditions.

While ISG’s Board of Directors has authorized the tender offer, it has not, nor has the Company, management, the Dealer Manager, the Information Agent or the Depositary of the tender offer made any recommendation to any stockholder as to whether to tender or refrain from tendering any stock or as to the price or prices at which stockholders may choose to tender their stock.  ISG has not authorized any person to make any such recommendation. Stockholders must decide whether to tender their stock and, if so, how much stock to tender and at what price or prices. In doing so, stockholders should carefully evaluate all of the information in the tender offer documents, when available, before making any decision with respect to the tender offer, and should consult their own financial and tax advisors.

The tender offer described in this release has not yet commenced. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of Common Stock. The solicitation and offer to buy Common Stock will only be made pursuant to the offer to purchase and the other tender offer documents, which will be distributed to stockholders of record and also will be made available for distribution to beneficial owners of ISG’s Common Stock. A free copy of the tender offer documents that will be filed by ISG with the SEC may be obtained when filed from the SEC’s website at www.sec.gov or from ISG’s website at www.isg-one.com.  Stockholders are urged to read these materials, when available, carefully prior to making any decision with respect to the offer. For questions and information, stockholders may call Innisfree M&A Incorporated, the information agent for the tender offer, at (888) 750-5834 toll-free in the US and Canada and for other locations at (412) 232-3651.  BofA Merrill Lynch will serve as the dealer manager for the tender offer.

The tender offer will be made solely by the Offer to Purchase and the related Letter of Transmittal, and any amendments or supplements thereto, which will be filed with the SEC.  The tender offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making or acceptance of offers would not be in compliance with the laws of that jurisdiction.

Stock Buyback Authorization

The Company’s Board of Directors today approved a new share repurchase authorization of up to $15 million.  The new share repurchase program will take effect upon completion of the Company’s current program, which has approximately $14.7 million remaining.  Therefore, the Company has approximately $30 million in the aggregate available under its share repurchase program.  The share repurchase program is expected to be executed over time and will include the tender offer.

Amended Credit Agreement

ISG also has amended its Credit Agreement originally entered into on May 3, 2013.  The amendment increases the revolving line of credit commitment by $15 million to a total of $40 million.  ISG currently has $30 million of borrowing availability under the revolving line of credit after taking into account $10 million of borrowings thereunder.

#  #   #

About Information Services Group

Information Services Group (ISG) (NASDAQ: III) is a leading technology insights, market intelligence and advisory services company, serving more than 500 clients around the world to help them achieve operational excellence. ISG supports private and public sector organizations to transform and optimize their operational environments through research, benchmarking, consulting and managed services, with a focus on information technology, business process transformation, program management services and enterprise resource planning. Clients look to ISG for unique insights and innovative solutions for leveraging technology, the deepest data source in the industry, and more than five decades of experience and global leadership in information and advisory services. Based in Stamford, Conn., the company has more than 1,000 employees and operates in 21 countries.

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Forward-Looking Statements

This communication contains “forward-looking statements” which represent the current expectations and beliefs of management of ISG concerning future events and their potential effects. Statements contained herein including words such as “anticipate,” “believe,” “contemplate,” “plan,” “estimate,” “expect,” “intend,” “will,” “continue,” “should,” “may,” and other similar expressions, are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those risks relate to inherent business, economic and competitive uncertainties and contingencies relating to the businesses of ISG and its subsidiaries including without limitation: (1) failure to secure new engagements or loss of important clients; (2) ability to hire and retain enough qualified employees to support operations; (3) ability to maintain or increase billing and utilization rates; (4) management of growth; (5) success of expansion internationally; (6) competition; (7) ability to move the product mix into higher margin businesses; (8) general political and social conditions such as war, political unrest and terrorism; (9) healthcare and benefit cost management; (10) ability to protect ISG and its subsidiaries’ intellectual property and the intellectual property of others; (11) currency fluctuations and exchange rate adjustments; (12) ability to successfully consummate or integrate strategic acquisitions; (13) engagements may be terminated, delayed or reduced in scope by clients. Certain of these and other applicable risks, cautionary statements and factors that could cause actual results to differ from ISG’s forward-looking statements are included in ISG’s filings with the U.S. Securities and Exchange Commission. ISG undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.