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MARTINO & PARTNERS ACQUISITION
 9 Months Ended
Sep. 30, 2025
MARTINO & PARTNERS ACQUISITION  
MARTINO & PARTNERS ACQUISITION

NOTE 4—MARTINO & PARTNERS ACQUISITION

On September 1, 2025, the Company completed the acquisition of Martino & Partners s.r.l. (“Martino & Partners”), a strategic advisory firm serving public and private sectors clients in Italy, for total consideration of EUR 2.0 million (USD 2.3 million) in cash paid at closing; USD 250,000 worth of shares of ISG’s common stock, issued promptly following the closing; and EUR 350,000 (USD 0.4 million) in cash, to be paid no later than April 30, 2028. Martino & Partners will also have the right to receive additional consideration paid via earn-out payments, if certain financial targets are met. The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

​

​

​

​

Cash

​

$

2,331

Deferred purchase consideration

​

​

410

Contingent liabilities

​

​

468

ISG common stock

​

​

250

Total allocable purchase price

​

$

3,459

​

​

​

​

Current assets

​

$

1,050

Intangible assets

​

​

1,020

Fixed assets

​

​

22

Current liabilities

​

​

(376)

Debt assumed

​

​

(34)

Net assets acquired

​

$

1,682

​

​

​

​

Goodwill

​

$

1,777

​

The primary factors that drove the goodwill recognized, the majority of which is deductible for tax purposes, were the inclusion of legacy Martino & Partners workforce and the expansion of the Company’s client base, geographic footprint and capabilities in the European market.

Costs associated with this acquisition are included in the selling, general and administrative expenses in the Consolidated Statement of Income and Comprehensive Income and totaled $0.08 million during the nine months ended September 30, 2025.

Based on the valuation and other factors as described above, the purchase price assigned to intangible assets and the amortization period were as follows:

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​

​

​

​

​

​

​

​

​

​

​

​

​

    

Purchase Price

    

Estimated

​

     

Allocation

     

Useful Lives

Amortizable intangible assets:

​

​

​

​

​

Trademark and trade name

​

$

220

 

3 years

Customer relationships

​

​

760

​

7 years

Noncompete agreements

​

​

40

​

4 years

Total intangible assets

​

$

1,020

​

​

​