STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A





Amendment
No. 1





(Mark
One)


þ
            Annual
      report under section 13 or 15(d)
      of the securities exchange act of
1934


For
the fiscal year ended December 31,
2008





o
            Transition
      report under section 13 or 15(d)
      of the securities exchange act of
1934





Commission file
number  0-22196





INNODATA
ISOGEN, INC.


(Exact
name of registrant as specified in its charter)





Delaware
              13-3475943(State
      or other jurisdiction of
              (I.R.S.
      Employer Identification No.)incorporation
      or organization)Three
      University PlazaHackensack,
      New Jersey
              07601(Address
      of principal executive offices)
              (Zip
      Code)(201)
      371-2828(Registrant's
      telephone number)





Securities
      registered under Section 12(b) of the Exchange Act:Title of Each Class
                      Name of Each Exchange on Which
      RegisteredCommon
      Stock $.01 par value
                      The
      Nasdaq Stock Market, LLCSecurities registered under
      Section 12(g) of the Exchange Act:
                      None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  ̈No þ





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes  ̈No þ





Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past twelve months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes þ   No
 ̈





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  þ





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.


Large
accelerated filer  ̈Accelerated filer
þNon-accelerated filer   ̈Smaller reporting
company   ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  ̈No þ





The
aggregate market value of the registrant’s common stock held by non-affiliates
of the registrant (based on the closing price reported on the Nasdaq Stock
Market on June 30, 2008) was $60,184,071.





The
number of outstanding shares of the registrant’s common stock, $.01 par value,
as of February 28, 2009 was 24,119,499.


DOCUMENTS
INCORPORATED BY REFERENCE
 
 Portions
of the Registrant’s definitive proxy statement for the 2009 Annual Meeting of
Stockholders are incorporated by reference in Items 10,11,12,13 and 14 of Part
III of this Amendment No. 1 to our Form 10-K.







EXPLANATORY
NOTE





We are
filing this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of
Innodata Isogen, Inc. (“we” or the “Company”) for the year ended December 31,
2008, which was originally filed with the Securities and Exchange Commission
(“SEC”) on March 11, 2009. We are filing this Form 10-K/A to correct errors in
the computation of the Company's deferred tax asset and income tax benefit
account and related valuation allowances.




In 2005
and 2006, the Company established a deferred tax asset to reflect tax loss
carryforwards that were generated in those years. The Company also established
an offsetting valuation allowance as management believed that it was more likely
than not that such deferred tax assets would not be realized. In 2006 and 2007,
the deferred tax asset and the valuation allowance erroneously included losses
generated by tax deductions that were taken by the Company on the exercise of
stock options. The deferred tax asset and the valuation allowance were also
overstated as an incorrect state income tax rate was applied to the state tax
loss carryforwards for the calculation of the related deferred tax
asset.




Since the
recorded deferred tax asset and the valuation allowance offset each other in
2006 and 2007, the errors did not affect net income or reported asset accounts
in those years. In the fourth quarter of 2008, based on management’s assessment
that the tax deferred asset would more likely than not be realized, management
reversed the entire valuation allowance. Since the Company’s deferred tax
account and valuation allowance were both overstated, the reversal in 2008 of
the valuation allowance resulted in the erroneous recognition of a deferred tax
asset and related tax benefit in 2008.




The net result of these errors is that
for 2008 the Company’s reported net income of $7,584,000 was overstated by
$926,000, or $0.04 per diluted share, and the Company’s deferred tax asset on
its consolidated balance sheet was overstated by the same amount. The errors did
not affect net income during 2009 or net cash flows for any affected period. The
errors also had no impact on the Company’s tax return for 2008. These
corrections are described in more detail in Note 15 of the 2008 restated
consolidated financial statements.





As a
result of the restatement, we have amended Items 1A, 6, 7, 8, 9A of Part II and
Items 15 of Part IV of the original Form 10-K. This Amendment No. 1 on Form
10-K/A also contains currently dated certifications as Exhibits 31.1, 31.2, 32.1
and 32.2 and a currently dated consent of our Independent Registered Public
Accounting Firms.





For the
reader’s convenience, this Form 10-K/A sets forth the entire Form 10-K, which
was prepared and which relates to the Company as of December 31, 2008. However,
this Form 10-K/A only amends and restates the items described above to reflect
the effects of the restatement. No attempt has been made to modify or update
other disclosures presented in our December 31, 2008 Form 10-K. Accordingly,
except for the foregoing amended information, this Form 10-K/A continues to
speak as of March 11, 2009 (the original filing date of the December 31, 2008
Form 10-K) and does not reflect events occurring after the filing of our
December 31, 2008 Form 10-K and does not modify or update those disclosures
affected by subsequent events. Forward looking statements made in the December
31, 2008 Form 10-K have not been revised to reflect events, results or
developments that became known to us after the date of the original filing
(other than the current restatements described above), and such forward looking
statements should be read in their historical context. Unless otherwise stated,
information in this Form 10-K/A not affected by such current restatements
remains unchanged and reflects the disclosures made at the time of the original
filing.





INNODATA
ISOGEN, INC.


Form
10-K/A


For
the Year Ended December 31, 2008





TABLE
OF CONTENTS




PagePart
      IItem
      1.
                      Business
                      1Item
      1A.
                      Risk
      Factors
                      9Item
      1B.
                      Unresolved
      Staff Comments
                      13Item
      2.
                      Properties
                      13Item
      3.
                      Legal
      Proceedings
                      14Item
      4.
                      Submission
      of Matters to a Vote of Security Holders
                      14Part
      IIItem
      5.
                      Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                      15Item
      6.
                      Selected
      Financial Data
                      16Item
      7.
                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                      17Item
      7A.
                      Quantitative
      and Qualitative Disclosures about Market Risks
                      31Item
      8.
                      Financial
      Statements and Supplementary Data
                      32Item
      9.
                      Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                      32Item
      9A.
                      Controls
      and Procedures
                      32Report
      of Management on Internal Control over Financial Reporting
                      33Report
      of Independent Registered Public Accounting Firm
                      34Item
      9B.
                      Other
      Information
                      36Part
      IIIItem
      10.
                      Directors
      and Executive Officers and Corporate Governance
                      37Item
      11.
                      Executive
      Compensation
                      37Item
      12.
                      Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                      37Item
      13.
                      Certain
      Relationships and Related Transactions, and Director
      Independence
                      37Item
      14.
                      Principal
      Accountant Fees and Services
                      37Part
      IVItem
      15.
                      Exhibits,
      Financial Statement Schedules
                      38Signatures
                      39







PART I





Disclosures
in this Form 10-K/A contain certain forward-looking statements, including
without limitation, statements concerning our operations, economic performance,
and financial condition.  These forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.  The words “estimate,” “believe,” “expect,” and
“anticipate” and other similar expressions generally identify forward-looking
statements, which speak only as of their dates.





These
forward-looking statements are based largely on our current expectations, and
are subject to a number of risks and uncertainties, including without
limitation, the primarily at-will nature of the Company’s contracts with its
customers and the ability of customers to reduce, delay or cancel projects,
including projects that the Company regards as recurring, continuing revenue
concentration in a limited number of clients, continuing reliance on
project-based work, inability to replace projects that are completed, cancelled
or reduced, depressed market conditions, changes in external market factors, the
ability and willingness of our clients and prospective clients to execute
business plans which give rise to requirements for digital content and
professional services in knowledge processing, difficulty in integrating and
deriving synergies from acquisitions, potential undiscovered liabilities of
companies that we acquire, changes in our business or growth strategy, the
emergence of new or growing competitors, various other competitive and
technological factors, and other risks and uncertainties set forth under “Risk
Factors.”





Our
actual results could differ materially from the results referred to in the
forward-looking statements.  In light of these risks and
uncertainties, there can be no assurance that the results referred to in the
forward-looking statements contained in this release will occur.





We
undertake no obligation to update or review any guidance or other
forward-looking information, whether as a result of new information, future
developments or otherwise.





Item
1. Description of Business.




Business
Overview




We
provide knowledge process outsourcing (KPO) services, as well as publishing and
related information technology (IT) services, that help leading media,
publishing and information services companies create, manage and maintain their
products. We also provide our services to companies in other
information-intensive industries, such as information technology, manufacturing,
aerospace, defense, government, law and intelligence.




We help
our clients lower costs, realize productivity gains and improve operations,
enabling them to compete more effectively in demanding global
markets.




Our
publishing services include digitization, conversion, composition, data modeling
and XML encoding.  Our KPO services include research and analysis,
authoring, copy-editing, abstracting, indexing and other content creation
activities. We often combine publishing services and KPO services within a
single client engagement, providing an end-to-end content supply chain
solution.





Our staff
of IT systems professionals design, implement, integrate and deploy systems and
technologies used to improve the efficiency of authoring, managing and
distributing content.


1


We use a
distributed global resource model. Our onshore workforce (consisting of
consultants, information architects, solution architects, and program managers)
works from our North American and European offices, as well as from client
sites. Our distributed global workforce (consisting of encoders, graphic
artists, project managers, programmers, data architects performing publishing
services, and advanced degree holders such as physicians, attorneys, MBAs and
engineers who perform our KPO services) deliver those services from our ten
offshore facilities in India, the Philippines, Sri Lanka and
Israel.





For
fiscal 2008, our revenue was $75.0 million, representing an increase of 11% over
2007, and our income before income taxes was $5.5 million, an increase of 23%
compared to a income before income taxes in 2007 of $4.5 million. For fiscal
2007, our revenue was $67.7 million, representing an increase of 65% over 2006,
and our income before income taxes was $4.5 million, as compared to a loss
before income taxes in 2006 of $7.4 million.





Services that we anticipate a client
will require for an indefinite period generate what we regard as recurring
revenues. Services that terminate upon completion of a defined task generate
what we regard as project, or non-recurring, revenues. Approximately 68% of our
revenues were recurring in the fiscal year ended December 31, 2008 as compared
to 61% in the fiscal years ended December 31, 2007 and 2006.





In 2008, we provided our services to
approximately 170 clients primarily in four content-intensive
sectors:





·
            Media,
      publishing and information services, including clients such as EBSCO and
      Reed Elsevier;





·
            Defense
      and aerospace, including clients such as Hamilton Sundstrand and Lockheed
      Martin;





·
            Government
      and advanced programs, including clients such as the Defense Intelligence
      Agency and the Financial Accounting Standards Board;
  and





·
            Commercial
      and technology, including clients such as Alcatel-Lucent and
      Nortel.





Our business is organized and managed
around three vectors: a vertical industry focus, a horizontal service/process
focus, and a focus on supportive operations.





Our vertically-aligned groups
understand our clients’ businesses and strategic initiatives and are able to
help them meet their goals. With respect to media, publishing and information
services, for example, we have continued to hire experts out of that sector to
establish solutions and services tailored to companies in that sector. They work
with many of the world’s leading media, publishing and information services
companies, dealing with challenges involving new product creation, product
maintenance, digitization, content management and content creation.





Our service/process-aligned groups are
comprised of engineering and delivery personnel responsible for creating the
most efficient and cost-effective custom workflows. These workflows integrate
proprietary and third-party technologies, while harnessing the benefits of a
globally distributed workforce. They are responsible for executing our client
engagements in accordance with our service-level agreements and ensuring client
satisfaction.





Our support groups are responsible for
managing a diverse group of enabling functions, including human resources and
recruiting, global technology infrastructure and physical infrastructure and
facilities.





Our
Opportunity





Media, publishing and information
services companies, as well as companies in other content-intensive sectors, are
increasingly seeking ways to reduce content costs as well as to accelerate
delivery times and improve quality. Increasingly, they view outsourcing, along
with technology and process re-engineering, as crucial strategies for
accomplishing these objectives.


2


The trend toward outsourcing has
accelerated in recent years. Businesses are outsourcing their internal processes
– often to offshore providers – to improve productivity and manage costs. By
leveraging offshore talent, companies are increasingly boosting their profits,
productivity, quality levels, business value and performance. As
outsourcing to offshore providers has become more accepted, a growing number of
organizations have become more confident in making the decision to outsource
business operations to Asia and other high-value labor markets. Moreover, the
notion of what can be outsourced and the benefits that can be achieved via
outsourcing continue to expand. Client demands are evolving toward higher
value-added and more complex services, including research and analysis,
editorial tasks and other knowledge-based functions. This trend is driven by
competitive pressures as well as by advances in technology.





The KPO market is in its formative
stages, but is expected to become quite large.  Overall demand is
expected to range in the tens of billions of dollars within the next decade. An
increasing number of companies are outsourcing high-end knowledge work as they
seek to gain cost-savings and operational efficiencies and access the highly
talented workforce in countries such as the Philippines and India. Universities
in those countries are graduating thousands of qualified lawyers, doctors and
scientists each year. As technology makes it possible to move vast amounts of
data across the globe at relatively low cost, it is now quite cost effective for
companies to tap into this labor pool.





With respect to information and content
processes, there is growing awareness that labor cost reduction is only part of
the solution. Advances in technologies for creating, managing, finding, sharing
and delivering content (including text analytics, semantic technologies and
search technologies) have enabled what were previously manual tasks to become
either fully or partially automated.





As a
result, content-driven companies, like media, publishing and information
services companies, are increasingly relying on service providers, such as
Innodata Isogen, to provide both outsourcing and related IT services.





To meet this demand, we have assembled
dedicated teams of scientists, doctors, lawyers and other subject matter
experts, armed with an in-depth understanding of complex technical material. For
increasing numbers of clients, we are becoming an extended part of their work
teams, helping them enhance and create content, write technical documentation
and deliverresearch and analysis
services utilizing global resources as well as advanced
technologies.





Our
Services





We believe that we have developed an
effective set of core competencies that enable us to help information-intensive
companies reduce their operating costs, realize benefits of scale and flexible
cost structures and achieve significant process improvements. Our business model
combines a global offshore staff, on-site staff and technologists who integrate
internally-developed and best-in-class third party products to continually
improve the efficiency of our processes.





We provide a broad and expanding range
of publishing services, knowledge process outsourcing services and engineering
and consulting services.





Publishing Services –Our
publishing services include activities such as digitization, conversion,
composition, data modeling and XML encoding.  Typically, we bill
clients for services based upon the units of information we produce and
deliver.





For example, we are helping several
publishers take advantage of the growing interest in eBooks. We are digitizing
and converting thousands of books into an eBook-ready format for a global
electronics manufacturer that has recently launched a new digital reading device
for consumers.


3


We are
also helping leading publishers of scientific, technical and medical journals
aggregate content, copy-edit author submissions and compose journal pages for
both online and print publication. For one such publisher, seeking to build one
of the world’s largest databases of scientific journal citations and references,
we created records of nearly 15,000 journal titles going back almost 13 years,
encoded in a way that supports integrated web searches and seamless
linking.





Knowledge Processing Outsourcing
(KPO) Services – Our KPO services specifically target processes that
demand advanced information analysis and interpretation, as well as judgment and
decision-making. For information and media companies, these services include
content creation and enhancement, analytics, taxonomy and controlled vocabulary
development, hyperlinking, indexing, abstracting, technical writing and editing,
copy-editing and general editorial services, including the provision of synopses
and annotations.  These services cover a wide spectrum of disciplines,
including medicine, law, engineering, management, finance, science and the
humanities.  To provide these services, we have organized knowledge
teams that consist of educated and highly trained people with expertise in
relevant subjects.  We typically price our knowledge services based on
the quantity delivered or resources utilized.





For example, we support several
providers of medical informatics products and clinical decision support
systems.  Our physicians and health care professionals create content
for these systems by analyzing the latest medical journal articles and
conference proceedings.





In many of our engagements, we perform
end-to-end services that combine publishing and KPO services, using advanced
technologies, to provide fully outsourced content supply chain
solutions.  For example, under a long-term engagement, we maintain a
leading bibliographic citations database, managing, on behalf of our client, a
continuing production process in which we first aggregate, digitize and convert
data from multiple sources and then have healthcare professionals perform
analyses of the data and create derivative data for inclusion in the client
database.  Our engineering staff continues to drive the automation of
several of these underlying processes.





We are also using our KPO delivery
capabilities that we use to support information companies as a springboard to
enable us to enter new markets and provide new services.  For example,
we are using our legal subject matter experts who deliver KPO services to media,
publishing and information services companies to also provide select KPO
services - such as research and document review - to corporate law offices and
law firms.




In 2007,
we launched two new KPO services: research and analysis and technical writing.
For research and analysis projects, we form dedicated teams of subject matter
experts to provide expert research and analysis on a wide range of topics, from
media analysis and medical studies to technical patent submissions and reports
on energy markets.




For
example, we are helping a leading publisher provide detailed information on
patents to its subscribers – executives at Fortune 500 companies and inventors
and scientists at leading research institutes. We are also helping a leading
information services provider deliver critical news to executives in several
industries. We put in place a streamlined process and an advanced set of
tools to enable our employees to monitor incoming news, select relevant
stories and write daily summaries, which we then post directly to our client’s
website.




We are
also building upon our extensive experience in technical documentation to
provide outsourcing services for corporate technical writing teams. Most
departments responsible for delivering vital technical information about
products or services are also under increasing pressure to cut costs. We offer
them the ability to blend internal and external resources by basing key staff at
headquarters while pushing content development to offshore locations. In this
way, we deliver cost savings to our clients, enabling them to provide better
documentation and improve efficiency and productivity.


4


As an
example, we are providing technical writing services for a leading global
technology manufacturer.  We have expanded our team approximately
ten-fold in about 24 months, growing from five resources in early 2007 to more
than 50 by December 2008, which include project managers, writers and editors
who work from multiple locations across China, the Philippines, Sri Lanka and
the United States. Co-locating technical documentation teams in China, where our
client manufactures equipment, and our production centers in other Asian
locales, has eased collaboration and has helped our client establish a stronger
working relationship between its engineers and the writing team. Just as
important, our outsourcing team is helping the company continue to generate
quality documentation – ensuring that our client’s customers use its products
effectively – while also reducing our client’s overall costs.





Technology
Services— Both our publishing services and KPO services are
supported by our technology engineering teams, comprised of solution architects,
analysts, programmers and systems integrators.A number of our
engineering staff have played leadership roles in the development of structured
information standards such as Standard General Markup Language (SGML),
Extensible Markup Language (XML), as well as XML-based standards such as Darwin
Typing Information Architecture (DITA) and S1000D.





Our technologists build the workflow
and tools that we utilize internally for projects that we perform for clients on
an outsourced basis. They also provide services directly to
clients.





Their role in outsourced projects is to
improve efficiency and quality.  They continually design and develop
productivity tools to automate manual processes and improve the consistency and
quality of our work product. These tools include categorization engines that
utilize pattern recognition algorithms based on comprehensive rule sets and
related heuristics, data extraction tools that automatically retrieve specific
types of information from large data sources, and workflow systems that enable
various tasks and activities to be performed across our multiple
facilities.





When working directly for clients, our
engineers provide IT services (which include systems integration, custom
application development, applications maintenance, tool evaluation and training)
which are typically provided on a project basis that does not generate
significant amounts of recurring revenue.  Clients who use these
services typically require publishing, performance support or process automation
systems that enable information to be created, managed and distributed utilizing
the most cost efficient and effective technologies.





For example, we helped the world’s
leading software company create automated processes for reducing the cost of
creating online help information. Our engineering staff created the systems that
are used by one of the world’s largest manufacturers of computers and
peripherals to create and publish multi-lingual product support and technical
information. It also collaborated with Lockheed Martin to build a content
management system and digital asset management system for the F-35 Joint Strike
Fighter program. For a leading electronic publisher of financial data, it
automated the process of extracting and normalizing detailed financial
information from public company filings.  Our staff define client
requirements (often working on-site at clients during this process), write
specifications and design, develop, test and integrate technologies. Projects
vary in size and duration.





To better support an ongoing engagement
with a $10 billion information services company, our engineering staff developed
a machine-aided indexing solution that uses lemmatization (the process that
determines the most crucial term in a sentence to reflect its meaning and
context) and semantically-driven natural language analysis to deliver precision
and recall at 95% accuracy. Once the text is tokenized or assigned a value
according to the words in a particular sentence, a set of rules and linguistic
filters are then used to identify candidate term phrases within the text. The
system also extracts terms and ranks them based on the decreasing likelihood of
accuracy against a thesaurus that applies simple string matching. This
automation enables us to add millions of additional topics to the publisher’s
database, which may then be further enhanced by our editorial
teams.


5


Consulting Services — Our
publishing services and KPO services are also supported by our consulting staff,
who collaborate with clients in analyzing their publishing and business
environments, identifying opportunities for optimization and creating roadmaps
for significant cost savings and productivity improvement. Their expertise
includes offshoring strategy, technology strategy and business process
re-engineering related to information and content creation, management and
distribution.





For example, our consulting staff is
working with one of the world’s largest special interest publishers, helping it
create an optimized content processing function drawing upon outsourced services
and the latest content technologies. With more than 3,000 titles in print, the
client desires an end-to-end publishing solution that addresses its current and
anticipated requirements for print and online publishing.





A leading $5 billion global information
services company engaged our consulting group to help re-engineer internal
processes and provide recommendations regarding outsourcing tasks and activities
presently performed in-house. The team performed a detailed as-is analysis and
collaborated with the client in developing a future-state solution that
specifically supported the ability to re-purpose content, using existing content
to develop new information products.





Clients





In 2008, we provided our services to
approximately 170 clients.





Four clients generated approximately
57%, 61% and 54% of our total revenues in the fiscal years ended December 31,
2008, 2007 and 2006, respectively. Revenues from clients located in foreign
countries (principally in Europe) accounted for 21%, 23% and 37% of our total
revenues for each of these respective fiscal years.





We have long standing relationships
with many of our clients. We have been continually providing services to our top
four clients for over eight years. Approximately 95% of clients are recurring
clients, meaning that they have continued to provide additional projects to us
after their initial engagement. Our track record of delivering high-quality
services helps us to solidify client relationships and gain increased business
from our existing clients. As a result, our history of client retention enables
us to derive a significant proportion of revenue from repeat
clients.





A substantial portion of the services
we provide to our clients is subject solely to their
requirements.  Our agreements with clients are in most cases
terminable on 30 to 90 days' notice.





Competitive
Strengths





Our vertical
expertise.   We are primarily focused on the media, publishing
and information services vertical market. We maintain a staff of highly
skilled experts to provide a range of end-to-end business solutions. In
addition, we utilize our underlying domain experts in law, medicine, finance and
engineering to provide additional value-added KPO services directly to these
sectors.





Our global delivery
model.   We have operations in seven countries in North
America, Europe and Asia. We provide services to our clients through a
comprehensive global delivery model that integrates both local and global
resources to obtain the best economic results. For example, we create high-end
website content using teams from India, the Philippines and Israel that together
constitute a global workflow. We use a similar approach in providing technical
writing services to a large telecommunications company, virtually joining
resources from the United States, the Philippines and China. Our offshore
outsourcing centers are ISO 9001:2000 certified and our engineering and IT
facility in Noida, India meets ISO/IEC 27001:2005specifications.





Our proven track recordand reputation.   By consistently
providing high-quality services, we have achieved a track record of project
successes. This track record is embodied by our reputation as a leader in the
KPO marketplace, especially within the media, publishing and information
services sector. This reputation or brand provides an assurance of expertise,
quality execution and risk mitigation.


6


Our focus on technology and
engineering.   Rather than simply relying on labor cost
arbitrage to create value for clients, our engineering team optimizes efficiency
by integrating proprietary and best-in-class third party tools into our
workflows. In addition, our engineering team provides work directly to our
clients, helping them achieve better improved efficiencies within their own
operations.





Our long-term relationships with
clients.   We have long-term relationships with many of our
clients, who frequently retain us for additional projects after a successful
initial engagement. In 2008, existing clients from prior years generated
more than 97% of our revenues.  We believe there are significant
opportunities for additional growth with our existing clients, and we seek to
expand these relationships by increasing the depth and breadth of the services
we provide. This strategy allows us to use our in-depth client-specific
knowledge to provide more fully integrated KPO services and develop closer
relationships with those clients.





Our ability to
scale.   We have demonstrated the ability to expand our teams
and facilities to meet the needs of our clients. By virtue of the significant
numbers of professional staff working on projects, we are able to build teams
for new engagements quickly. We have also demonstrated the ability to hire and
train people quickly.





Our internal
infrastructure.   We utilize established facilities, technology
and communications infrastructure to support our business model.  We own
and operate some of the most advanced content production facilities in the
world, which are linked by multi-redundant data connections. Our Wide Area
Network – along with our Local Area Networks, Storage Area Networks and data
centers – is configured with full redundancy, often with more than one backup to
ensure 24x7 availability.  Our infrastructure is built to accommodate
advanced tools, processes and technologies that support our content and
technical experts.





Our focus on
quality.   We believe strongly in quality throughout our
organization. We maintain independent quality assurance capabilities in all
geographies where we operate.  Our quality teams are compliant and
certified to the ISO 9000:2000 quality management system standards.





Sales
and Marketing





We market and sell our services
directly through our professional staff, senior management and direct sales
personnel operating out of our corporate headquarters in Hackensack, New Jersey,
just outside New York City, our Dallas, Texas office and our Paris, France
office. We have four executive-level business development and marketing
professionals, and during 2008, we maintained approximately 13 full-time sales
and marketing personnel. We also deploy solutions architects, technical support
experts and consultants who support the development of new clients and new
client engagements. These resources work within teams (both permanent and ad
hoc) that provide support to clients.





Our sales professionals identify and
qualify prospects, securing direct personal access to decision makers at
existing and prospective clients. They facilitate interactions between client
personnel and our service teams to better define ways in which we can assist
clients with their goals. For each prospective client engagement, we assemble a
team of our senior employees drawn from various disciplines within our company.
The team members assume assigned roles in a formalized process, using their
combined knowledge and experience to understand the client’s goals and
collaborate with the client on a solution.





Sales activities include the design and
generation of presentations and proposals, account and client relationship
management and the organization of account activities.





Personnel from our project analysis
group and our engineering services group closely support our direct sales
effort.  These individuals assist the sales force in understanding the
technical needs of clients and providing responses to these needs, including
demonstrations, prototypes, pricing quotations and time estimates. In addition,
account managers from our customer service group support our direct sales effort
by providing ongoing project-level support to our clients.


7


Our marketing organization is
responsible for developing and increasing the visibility and awareness of our
brand and our service offerings, defining and communicating our value
proposition, generating qualified, early-stage leads and furnishing effective
sales support tools.





Primary marketing outreach activities
include event marketing (including exhibiting at trade shows, conferences and
seminars), direct and database marketing; public and media relations (including
speaking engagements and active participation in industry and technical standard
bodies), and web marketing (including integrated marketing campaigns, search
engine optimization, search engine marketing and the maintenance and continued
development of external websites).





Research
and Development





We did not incur any research and
development costs in 2008 and 2007. In 2006, we spent approximately $922,000 on
research and development.





Competition





The market for publishing services and
related KPO and IT services is highly competitive, fragmented and
intense.  Our major competitors include SPI Technologies, Apex
CoVantage, Aptara, Thomson Digital, MacMillan India and Cenveo.





We believe that we compete successfully
by offering high-quality services and favorable pricing that leverages our
technical skills, IT infrastructure, process knowledge, offshore model and
economies of scale.  Our competitive advantages are especially
attractive to clients for undertakings that are technically sophisticated,
require “high-end” talent, are sizable in scope or scale, are continuing, or
that require a highly fail-safe environment with technology
redundancy.





As a provider of these services, we
also compete with in-house personnel at existing or prospective clients who may
attempt to duplicate our services in-house.





Locations





We are headquartered in Hackensack, New
Jersey, just outside New York City. We have additional offices in Dallas, Texas;
Paris, France; and Beijing, China. We have ten production facilities in the
Philippines, India, Sri Lanka and Israel. We were incorporated in Delaware in
1988.





Employees





As of December 31, 2008, we employed
approximately 45 persons in the United States and Europe and approximately 6,700
persons in ten production facilities in the Philippines, India, Sri Lanka
and Israel.  Most of our employees have graduated from at least a
two-year college program. Many of our employees hold advanced degrees in law,
business, technology, medicine and social sciences.  No employees are
currently represented by a labor union, and we believe that our relations with
our employees are satisfactory.





Corporate
Information





Our principal executive offices are
located at Three University Plaza, Hackensack, New Jersey 07601, and our
telephone number is (201) 371-2828. Our website is www.innodata-isogen.com, and
information contained on our website is not included as a part of, or
incorporated by reference into, this Annual Report on Form
10-K/A.  There we make available, free of charge, our annual report on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any
amendments to those reports as soon as reasonably practical after we
electronically file that material with, or furnish it to, the Securities and
Exchange Commission (SEC). Our SEC reports can be obtained through the Investor
Relations section of our website or from the Securities and Exchange Commission
at www.sec.gov.


8


Item
1A.  Risk Factors.





We
have historically relied on a very limited number of clients that have accounted
for a significant portion of our revenues, and our results of operations could
be adversely affected if were to lose one or more of these significant
clients.





We have historically relied on a very
limited number of clients that have accounted for a significant portion of our
revenues.  Four clients generated approximately 57%, 61% and 54% of
our revenues in the fiscal years ended December 31, 2008, 2007 and 2006,
respectively. We may lose any of these, or our other major clients, as a result
of our failure to meet or satisfy our clients’ requirements, the completion or
termination of a project or engagement, or the client’s selection of another
service provider.





In addition, the volume of work
performed for our major clients may vary from year to year, and services they
require from us may change from year to year. If the volume of work performed
for our major clients varies or if the services they require from us change, our
revenues and results of operations could be adversely affected, and we may incur
a loss from operations.  Our services are typically subject to client
requirements, and in most cases are terminable upon 30 to 90 days’
notice.





A
significant portion of our services is provided on a non-recurring basis for
specific projects, and our inability to replace large projects when they are
completed has adversely affected, and could in the future adversely affect, our
revenues and results of operations.





We provide a portion of our services
for specific projects that generate revenues that terminate on completion of a
defined task, and we regard these revenues as
non-recurring.  Non-recurring revenues derived from these
project-based arrangements accounted for approximately 32%, 39% and 39% of our
total revenues in the fiscal years ended December 31, 2008, 2007 and 2006,
respectively. While we seek, wherever possible, on completion of large projects,
to counterbalance periodic declines in revenues with new arrangements to provide
services to the same client or others, our inability to obtain sufficient new
projects to counterbalance any decreases in such work may adversely affect our
future revenues and results of operations.





A
large portion of our accounts receivable is payable by a limited number of
clients; the inability of any of these clients to pay its accounts receivable
would adversely affect our results of operations.





Several significant clients account for
a large percentage of our accounts receivable.  As of
December 31, 2008, 51% or $7.2 million, of our accounts
receivable was due from two clients.  If any of these clients were
unable, or refused, for any reason, to pay our accounts receivable, our
financial condition and results of operations would be adversely
affected.





Quarterly
fluctuations in our results of operations could make financial forecasting
difficult and could negatively affect our stock price.





We have experienced, and expect to
continue to experience, significant fluctuations in our quarterly revenues and
results of operations.  During the past eight quarters, our income
(loss) before income taxes ranged from a loss of approximately
$(0.6) million to a profit of approximately $3.0 million.





We experience fluctuations in our
revenue and earnings as we replace and begin new projects, which may have some
normal start up delays, or we may be unable to replace a project entirely. These and other factors
may contribute to fluctuations in our results of operations from quarter to
quarter.


9


A high percentage of our operating
expenses, particularly personnel and rent, are relatively fixed in advance of
any particular quarter. As a result, unanticipated variations in the number and
timing of our projects, or in employee wage levels and utilization rates, may
cause us to significantly underutilize our production capacity and employees,
resulting in significant variations in our operating results in any particular
quarter, and could result in losses.





We
compete in highly competitive markets that have low barriers to
entry.





The markets for our services are highly
competitive and fragmented.  We may not be able to compete
successfully against our competitors in the future.  Some of our
competitors have longer operating histories, significantly greater financial,
human, technical and other resources and greater name recognition than we
do.  If we fail to be competitive with these companies in the future,
we may lose market share, which could adversely affect our revenues and results
of operations.





There are relatively few barriers
preventing companies from competing with us.  We do not own any
patented technology that would preclude or inhibit others from entering our
market.  As a result, new market entrants also pose a threat to our
business.  We also compete with in-house personnel at current and
prospective clients, who may attempt to duplicate our services using their own
personnel.  We cannot assure you that our clients will outsource more
of their needs to us in the future, or that they will not choose to provide
internally the services that they currently obtain from us.  If we are
not able to compete effectively, our revenues and results of operations could be
adversely affected.





We
are the subject of continuing litigation, including litigation by certain of our
former employees.





We are
subject to various legal proceedings and claims that arise in the ordinary
course of business.





In
addition, the Supreme Court of the Republic of the Philippines has refused to
review a decision of the Court of Appeals in Manila against a Philippines
subsidiary of the Company that is inactive and has no material assets, and
purportedly also against Innodata Isogen, Inc., that orders the reinstatement of
certain former employees of the subsidiary to their former positions and payment
of back wages and benefits that aggregate approximately $7.5 million.
Complainants have moved for execution of this decision before the Department of
Labor and Employment National Labor Relations Commission, Republic of the
Philippines, and the Department of Labor and Employment office of the Secretary
of Labor and Employment, Republic of the Philippines. Based on consultation with
legal counsel, the Company believes that recovery against the Company is
nevertheless unlikely.





While we
currently believe that the ultimate outcome of these proceedings will not have a
material adverse effect on the Company’s financial position or overall trends in
results of operations, litigation is subject to inherent uncertainties.
Substantial recovery against the Company in the above referenced Philippines
actions could have a material adverse impact on the Company, and unfavorable
rulings or recoveries in the other proceedings could have a material adverse
impact on the operating results of the period in which the ruling or recovery
occurs. In addition, our estimate of potential impact on the Company’s financial
position or overall results of operations for the above legal proceedings could
change in the future. See “Legal Proceedings”.





Our
international operations subject us to risks inherent in doing business on an
international level, any of which could increase our costs and hinder our
growth.





The major part of our operations is
carried on in the Philippines, India and Sri Lanka, while our headquarters are
in the United States and our clients are primarily located in North America and
Europe.  While we do not depend on revenues from sources internal to
the countries in which we operate, we are nevertheless subject to certain
adverse economic factors relating to overseas economies generally, including
inflation, external debt, a negative balance of trade and
underemployment.  Other risks associated with our international
business activities include:


10


•
            difficulties
      in staffing international projects and managing international operations,
      including overcoming logistical and communications
    challenges;





•
            local
      competition, particularly in the Philippines, India and Sri
      Lanka;





•
            imposition
      of public sector controls;





•
            trade
      and tariff restrictions;





•
            price
      or exchange controls;





•
            currency
      control regulations;





•
            foreign
      tax consequences;





•
            labor
      disputes and related litigation and
liability;





•
            limitations
      on repatriation of earnings; and





•
            the
      burdens of complying with a wide variety of foreign laws and
      regulations.





One or more of these factors could
adversely affect our business and results of operations.





Our
international operations subject us to currency exchange fluctuations, which
could adversely affect our results of operations.





To date, most of our revenues have been
denominated in U.S. dollars, while a significant portion of our expenses,
primarily labor expenses in the Philippines, India and Sri Lanka, is incurred in
the local currencies of countries in which we operate.  For financial
reporting purposes, we translate all non-United States denominated transactions
into dollars in accordance with accounting principles generally accepted in the
United States.  As a result, we are exposed to the risk that
fluctuations in the value of these currencies relative to the dollar could
increase the dollar cost of our operations and therefore adversely affect our
results of operations.





The Philippines and India, have at
times experienced high rates of inflation and major fluctuations in the exchange
rate between the Philippine peso and the U.S. dollar and the Indian rupee and
the U.S. dollar. Continuing inflation without a corresponding devaluation of the
peso against the dollar, or any other increase in the value of the peso relative
to the dollar, could adversely affect our results of operations.





There is no guarantee that our
financial results will not be adversely affected by currency exchange rate
fluctuations or that any efforts by us to engage in foreign currency hedging
activities will be effective. Finally, as most of our expenses are incurred in
currencies other than those in which we bill for the related services, any
increase in the value of certain foreign currencies against the U.S. Dollar
could increase our operating costs.





New
regulations of the Internal Revenue Service may impose significant U.S. income
taxes on our subsidiaries in the Philippines.





Our subsidiaries incorporated in the
Philippines were domesticated in Delaware as limited liability
companies.  In August 2004, the Internal Revenue Service promulgated
regulations, effective August 12, 2004, that treat certain companies
incorporated in foreign jurisdictions and also domesticated as Delaware limited
liability companies as U.S. corporations for U.S. federal income tax
purposes.  We have effected certain filings with the Secretary of
State of the State of Delaware to ensure that these subsidiaries are no longer
domesticated in Delaware.  As a result, commencing
January 1, 2005, these subsidiaries are not treated as U.S.
corporations for U.S. federal income tax purposes under the regulations and are
not subject to U.S. federal income taxes commencing as of such
date.


11


In the preamble to such regulations,
the IRS expressed its view that dual registered companies described in the
preceding sentence are also treated as U.S. corporations for U.S. federal income
tax purposes for periods prior to August 12, 2004.  In 2006, the IRS
issued its final regulations, stating that neither the temporary regulations nor
these final regulations are retroactive.  Further, additional guidance
was released by the IRS which clarified that the regulations upon which we
relied were not binding on pre-existing entities until May 2006.  For
periods prior to this date (i.e., prior to August 12, 2004) these final
regulations apply, and the classification of dually chartered entities is
governed by the pre-existing regulations.  As such, we believe that
our historic treatment of these subsidiaries as not having been required to pay
taxes in the United States for the period prior to August 12, 2004 is correct,
and we have made no provision for U.S. taxes in its financial statements for
these entities for the periods prior to August 12, 2004.





However, we cannot assure you that the
Internal Revenue Service will not assert other positions with respect to the
foregoing matters, including positions with respect to our treatment of the tax
consequences of the termination of the status of our Philippine subsidiaries as
Delaware limited liability companies that, if successful, could increase
materially our liability for U.S. federal income taxes.





If
certain tax authorities in North America and Europe challenge the manner in
which we allocate our profits, our net income could decrease.





Substantially all of the services
provided by our Asian subsidiaries are performed on behalf of clients based in
North America and Europe.  We believe that profits from our Asian
operations are not sufficiently connected to jurisdictions in North America or
Europe to give rise to income taxation in those jurisdictions.  Tax
authorities in any of our jurisdictions could, however, challenge the manner in
which we allocate our profits among our subsidiaries, and we may not prevail in
this type of challenge.  If such a challenge were successful, our
worldwide effective tax rate could increase, thereby decreasing our net
income.





An
expiration or termination of our current tax holidays could adversely affect our
results of operations.





We currently benefit from income tax
holiday incentives in the Philippines, India and Sri Lanka which provide
that we pay reduced income taxes in those jurisdictions for a fixed period of
time that varies depending on the jurisdiction.  An expiration or
termination of our current tax holidays could substantially increase our
worldwide effective tax rate, thereby decreasing our net income and adversely
affecting our results of operations.  The income tax holiday of one of
our Philippine subsidiaries will expire in May 2009 and one of our Indian
subsidiaries will expire in March 2009.





Failure
to remediate the material weaknesses in our internal control over financial
reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could
have a material adverse effect on our business and stock price.





We
identified a material weakness in our internal control over financial reporting
for the fiscal year ended December 31, 2008 and is set forth in Item 9A of our
Form 10-K/A. As defined by the Public Company Accounting Oversight Board
Auditing Standard No. 5, a material weakness is a deficiency or a combination of
deficiencies over financial reporting such that there is a reasonable
possibility that a material misstatement of the annual or the interim financial
statements will not be prevented or detected. Our failure to successfully
remediate the material weakness could cause us to fail to meet our reporting
obligations and produce timely and reliable financial information. Additionally
such failure could cause investors to lose confidence in our reported financial
information, which could have a negative impact on our financial condition and
stock price.


12


Regional
instability in the Philippines, India and Sri Lanka could adversely affect
business conditions in those regions, which could disrupt our operations and
adversely affect our business and results of operations.





We conduct a majority of our operations
in the Philippines, India and Sri Lanka.  These operations remain
vulnerable to political unrest.  Political instability could adversely
affect the legal environment for our business activities in those
regions.





In particular, the Philippines have
experienced ongoing problems with insurgents.  The Abu Sayyaf group of
kidnappers, which is purported to have ties to the Al Qaeda terrorist
organization, is concentrated on Basilan Island.  While Basilan Island
is not near our facilities and the government of the Philippines has taken
action to eradicate this group, we cannot assure you that these efforts will be
successful or that the Abu Sayyaf group will not attempt to disrupt activities
or commit terrorist acts in other areas of the Philippines or South
Asia.





While the threat of military
confrontation between India and Pakistan in Kashmir has receded, political
uncertainty in Pakistan may have spill over effects to its relationship with
India.  Further, the government of Sri Lanka has terminated the
Norwegian-brokered ceasefire with its rebels and there are concerns that
hostilities may escalate.





Further political tensions and an
escalation in these hostilities could adversely affect our operations based in
India, the Philippines and Sri Lanka and therefore adversely affect our revenues
and results of operations.





Terrorist
attacks or a war could adversely affect our results of operations.





Terrorist attacks, such as the attacks
of September 11, 2001 in the United States and the recent attacks in
Mumbai, India in November 2008, and other acts of violence or war, such as the
conflict in Iraq, could affect us or our clients by disrupting normal business
practices for extended periods of time and reducing business
confidence.  In addition, these attacks may make travel more difficult
and may effectively curtail our ability to serve our clients' needs, any of
which could adversely affect our results of operations.





It
is unlikely that we will pay dividends.





We have not paid any cash dividends
since our inception and do not anticipate paying any cash dividends in the
foreseeable future.  We expect that our earnings, if any, will be used
to finance our growth.





Item
1B.  Unresolved Staff Comments.





None





Item
2.  Properties.





Our services are primarily performed
from our Hackensack, New Jersey headquarters, our Dallas, Texas office, and ten
overseas production facilities, all of which are leased. The square footage of
all our leased properties is approximately 450,000.





We currently lease property sufficient
for our business operations, although we may need to lease additional property
in the future. We also believe that we will be able to obtain suitable
additional facilities on commercially reasonable terms on an “as needed”
basis.


13


Item
3.  Legal Proceedings.





The
Supreme Court of the Republic of the Philippines has refused to review a
decision of the Court of Appeals in Manila against a Philippines subsidiary of
the Company that is inactive and has no material assets, and purportedly also
against Innodata Isogen, Inc., that orders the reinstatement of certain former
employees of the subsidiary to their former positions and payment of back wages
and benefits that aggregate approximately $7.5 million. Complainants have moved
for execution of this decision. Based on consultation with legal counsel, the
Company believes that recovery against the Company is nevertheless
unlikely.





The Court
of Appeals decision was rendered in Case Nos. CA-G.R. SP No. 93295 Innodata
Employees Association (IDEA), Eleanor Tolentino, et al. vs. Innodata
Philippines, Inc., et al., and CA-G.R. SP No. 90538 Innodata Philippines, Inc.
vs. Honorable Acting Secretary Manuel G. Imson, et al. 28 June 2007). The
motions for execution were filed by complainants with the Department of Labor
and Employment National Labor Relations Commission, Republic of the Philippines
(NLRC-NCR-Case No.07-04713-2002, et al., Innodata Employees Association (IDEA)
and Eleanor A. Tolentino, et al. vs. Innodata Philippines, Inc., et al), and the
Department of Labor and Employment Office of the Secretary of Labor and
Employment, Republic of the Philippines (Case No. OS-AJ-0015-2001, In Re: Labor
Dispute at Innodata Philippines Inc.)





The
Company is also subject to various legal proceedings and claims which arise in
the ordinary course of business.





While
management currently believes that the ultimate outcome of these proceedings
will not have a material adverse effect on the Company’s financial position or
overall trends in results of operations, litigation is subject to inherent
uncertainties. Substantial recovery against the Company in the above referenced
Philippines actions could have a material adverse impact on the Company, and
unfavorable rulings or recoveries in the other proceedings could have a material
adverse impact on the operating results of the period in which the ruling or
recovery occurs.





Item
4.  Submission of Matters to a Vote of Security Holders





None


14


PART II





Item
5.  Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities





Innodata Isogen, Inc. (the “Company”)
Common Stock is quoted on the Nasdaq National Market System under the symbol
“INOD.”  On February 18, 2009, there were 102 stockholders of record
of the Company’s Common Stock based on information provided by the Company's
transfer agent.  Virtually all of the Company’s publicly held shares
are held in “street name” and the Company believes the actual number of
beneficial holders of its Common Stock to be approximately 3,570.





The following table sets forth the high
and low sales prices on a quarterly basis for the Company's Common Stock, as
reported on Nasdaq, for the two years ended December 31, 2008.





Common StockSale Prices2007
                      
                      High
                      
                      
                      LowFirst
      Quarter
                      
                      $
                      3.75
                      
                      
                      $
                      1.95Second
      Quarter
                      
                      
                      4.25
                      
                      
                      
                      2.55Third
      Quarter
                      
                      
                      4.30
                      
                      
                      
                      2.56Fourth
      Quarter
                      
                      
                      6.38
                      
                      
                      
                      3.36





2008
                    
                    High
                    
                    
                    LowFirst
      Quarter
                    
                    $
                    6.55
                    
                    
                    $
                    4.19Second
      Quarter
                    
                    
                    5.10
                    
                    
                    
                    2.70Third
      Quarter
                    
                    
                    3.30
                    
                    
                    
                    2.30Fourth
      Quarter
                    
                    
                    2.65
                    
                    
                    
                    1.32





Dividends





The Company has never paid cash
dividends on its Common Stock and does not anticipate that it will do so in the
foreseeable future.  The future payment of dividends, if any, on the
Common Stock is within the discretion of the Board of Directors and will depend
on the Company's earnings, its capital requirements and financial condition and
other relevant factors.


15


Securities
Authorized for Issuance Under Equity Compensation Plans





The following table sets forth the
aggregate information for the Company's equity compensation plans in effect as
of December 31, 2008:





Number ofSecurities to be Issued
                        
                        
                        Weighted-Average
                        
                        
                        Number of SecuritiesUpon Exercise of
                        
                        
                        Exercise Price of
                        
                        
                        Remaining Available ForOutstanding Options,
                        
                        
                        Outstanding Options,
                        
                        
                        Future Issuance UnderPlan Category
                        
                        Warrants and Rights
                        
                        
                        Warrants and Rights
                        
                        
                        Equity Compensation Plans(a)
                        
                        
                        (b)
                        
                        
                        (c)Equity
      compensation plansapproved
      by security holders (1)
                        
                        
                        3,173,000
                        
                        
                        $
                        2.68
                        
                        
                        
                        836,000Equity
      compensation plansnot
      approved by security holders
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Total
                        
                        
                        3,173,000
                        
                        
                        $
                        2.68
                        
                        
                        
                        836,000





(1)2001 and 2002 Stock Option Plans,
approved by the stockholders, see Note 9 to Consolidated Financial Statements,
contained elsewhere herein.





Purchase
of Equity Securities





In May 2008, our Board of Directors
authorized the repurchase of up to $2.0 million of our common stock. There is no
expiration date associated with the program. As of December 31, 2008, we
repurchased 606,000 shares of our common stock at a cost of approximately $1.9
million, and approximately $0.1 million remains available for repurchase under
the program. This authorization replaced a prior authorization made in August
2006.





Item
6.  Selected Financial Data





The
following table sets forth our selected consolidated historical financial data
as of the dates and for the periods indicated. Our selected consolidated
financial data set forth below as of December 31, 2008 and 2007 and for
each of the three years in the period ended December 31, 2008 has been
derived from the audited financial statements included elsewhere herein. Our
selected consolidated financial data set forth below as of December 31,
2006, 2005 and 2004 and for each of the years ended December 31, 2005 and
2004 are derived from the audited financial statements not included elsewhere
herein. Our selected consolidated financial information for 2008, 2007 and 2006
should be read in conjunction with the Consolidated Financial Statements and the
Notes and “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations” which are included elsewhere in this
Amendment No. 1 to ourForm 10-K/A.


16





Year Ended December 31,2008
                                      
                                      
                                      2007
                                      
                                      
                                      2006
                                      
                                      
                                      2005
                                      
                                      
                                      2004As
      Restated
                                      
                                      
                                      (In
      thousands, except per share data)STATEMENT
      OF OPERATIONS DATA:Revenues
                                      
                                      $
                                      75,001
                                      
                                      
                                      $
                                      67,731
                                      
                                      
                                      $
                                      40,953
                                      
                                      
                                      $
                                      42,052
                                      
                                      
                                      $
                                      53,949Operating
      costs and expensesDirect operating
      expenses
                                      
                                      
                                      53,525
                                      
                                      
                                      
                                      48,581
                                      
                                      
                                      
                                      34,316
                                      
                                      
                                      
                                      30,920
                                      
                                      
                                      
                                      33,050Selling and administrative
      expenses
                                      
                                      
                                      16,134
                                      
                                      
                                      
                                      15,281
                                      
                                      
                                      
                                      14,713
                                      
                                      
                                      
                                      13,684
                                      
                                      
                                      
                                      10,20569,659
                                      
                                      
                                      
                                      63,862
                                      
                                      
                                      
                                      49,029
                                      
                                      
                                      
                                      44,604
                                      
                                      
                                      
                                      43,255Income
      (loss) from operations
                                      
                                      
                                      5,342
                                      
                                      
                                      
                                      3,869
                                      
                                      
                                      
                                      (8,076
                                      )
                                      
                                      
                                      (2,552
                                      )
                                      
                                      
                                      10,694Other
      (income) expensesTerminated offering
      costs
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      625Bad debt recovery,
      net
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (963
                                      )Interest expense
                                      
                                      
                                      56
                                      
                                      
                                      
                                      33
                                      
                                      
                                      
                                      7
                                      
                                      
                                      
                                      18
                                      
                                      
                                      
                                      25Interest income
                                      
                                      
                                      (262
                                      )
                                      
                                      
                                      (678
                                      )
                                      
                                      
                                      (683
                                      )
                                      
                                      
                                      (457
                                      )
                                      
                                      
                                      (87
                                      )Income
      (loss) before provision for (benefitfrom)
      income taxes
                                      
                                      
                                      5,548
                                      
                                      
                                      
                                      4,514
                                      
                                      
                                      
                                      (7,400
                                      )
                                      
                                      
                                      (2,113
                                      )
                                      
                                      
                                      11,094Provision
      for (benefit from) income taxes
                                      
                                      
                                      (1,110
                                      )
                                      
                                      
                                      (52
                                      )
                                      
                                      
                                      (77
                                      )
                                      
                                      
                                      (462
                                      )
                                      
                                      
                                      3,237Net
      income (loss)
                                      
                                      $
                                      6,658
                                      
                                      
                                      $
                                      4,566
                                      
                                      
                                      $
                                      (7,323
                                      )
                                      
                                      $
                                      (1,651
                                      )
                                      
                                      $
                                      7,857Income
      (loss) per share:Basic
                                      
                                      $
                                      .27
                                      
                                      
                                      $
                                      .19
                                      
                                      
                                      $
                                      (.30
                                      )
                                      
                                      $
                                      (.07
                                      )
                                      
                                      $
                                      .35Diluted
                                      
                                      $
                                      .26
                                      
                                      
                                      $
                                      .18
                                      
                                      
                                      $
                                      (.30
                                      )
                                      
                                      $
                                      (.07
                                      )
                                      
                                      $
                                      .32Cash
      dividends per share
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -





December 31,2008
                                                              
                                                              
                                                              2007
                                                              
                                                              
                                                              2006
                                                              
                                                              
                                                              2005
                                                              
                                                              
                                                              2004As Restated
                                                              
                                                              
                                                              (In thousands)BALANCE
      SHEET DATA:Working
      capital
                                                              
                                                              $
                                                              21,881
                                                              
                                                              
                                                              $
                                                              16,329
                                                              
                                                              
                                                              $
                                                              14,292
                                                              
                                                              
                                                              $
                                                              21,432
                                                              
                                                              
                                                              $
                                                              22,209Total
      assets
                                                              
                                                              $
                                                              44,459
                                                              
                                                              
                                                              $
                                                              38,449
                                                              
                                                              
                                                              $
                                                              30,329
                                                              
                                                              
                                                              $
                                                              37,611
                                                              
                                                              
                                                              $
                                                              37,211Long
      term obligations
                                                              
                                                              $
                                                              1,671
                                                              
                                                              
                                                              $
                                                              2,128
                                                              
                                                              
                                                              $
                                                              1,564
                                                              
                                                              
                                                              $
                                                              548
                                                              
                                                              
                                                              $
                                                              150Stockholders’
      equity
                                                              
                                                              $
                                                              29,262
                                                              
                                                              
                                                              $
                                                              23,230
                                                              
                                                              
                                                              $
                                                              19,009
                                                              
                                                              
                                                              $
                                                              26,814
                                                              
                                                              
                                                              $
                                                              26,737





Item
7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.





The following discussion should be read
in conjunction with our consolidated financial statements and the related notes
included elsewhere in this report. In addition to historical information, this
discussion includes forward-looking information that involves risks and
assumptions which could cause actual results to differ materially from
management’s expectations. See “Forward-Looking Statements” included elsewhere
in this report.





The
following discussion and analysis of our financial condition and results of
operations includes the effects of the restated amounts as set forth in Note 15
— Restatement of Consolidated Financial Statements.





Executive
Overview





We provide a broad and expanding range
of knowledge process outsourcing services as well as publishing and related
information technology services that help companies create and manage
information more effectively and economically. Our solutions enable
organizations to find new ways to transform inefficient business processes,
improve operations and reduce costs.


17


In 2007,
we commenced a reorganization of our management and operating structure. Prior
to 2007, our operations were classified into two operating segments: (1)
content-related BPO and KPO services and (2) IT professional
services.  In this reorganization, we merged the content-related BPO
and KPO services and IT professional services segments (ceasing to monitor our
operations by these two segments). With this reorganization, our Company
consists of one business that generates revenues and expenses. The structure of
our current operating segment reflects the way the chief operating decision
maker looks at the overall Company to evaluate performance and makes executive
decisions (including the allocation of resources) about the business. There is
no end to end responsibility or management other than at the consolidated level,
and discrete financial information is available at the consolidated
level.





The
following table sets forth, for the period indicated, certain financial data
expressed for the three years ended December 31, 2008:





(Dollars
in millions)


Years
      Ended December 31,2008
                                      
                                      
                                      % of revenue
                                      
                                      
                                      2007
                                      
                                      
                                      % of revenue
                                      
                                      
                                      2006
                                      
                                      
                                      % of
      revenueAs
      RestatedRevenues
                                      
                                      $
                                      75.0
                                      
                                      
                                      
                                      100.0
                                      %
                                      
                                      $
                                      67.7
                                      
                                      
                                      
                                      100.0
                                      %
                                      
                                      $
                                      41.0
                                      
                                      
                                      
                                      100.0
                                      %Direct
      operating costs
                                      
                                      
                                      53.5
                                      
                                      
                                      
                                      71.4
                                      %
                                      
                                      
                                      48.6
                                      
                                      
                                      
                                      71.8
                                      %
                                      
                                      
                                      34.3
                                      
                                      
                                      
                                      83.7
                                      %Selling
      and administrative expenses
                                      
                                      
                                      16.1
                                      
                                      
                                      
                                      21.5
                                      %
                                      
                                      
                                      15.3
                                      
                                      
                                      
                                      22.6
                                      %
                                      
                                      
                                      14.7
                                      
                                      
                                      
                                      35.9
                                      %Income
      (loss) from operations
                                      
                                      
                                      5.4
                                      
                                      
                                      
                                      7.1
                                      %
                                      
                                      
                                      3.8
                                      
                                      
                                      
                                      5.6
                                      %
                                      
                                      
                                      (8.0
                                      )
                                      
                                      
                                      (19.6
                                      )%Other
      (income) expenses
                                      
                                      
                                      (0.2
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      (0.7
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      (0.6
                                      )Income
      (loss) before provision for(benefit
      from) income taxes
                                      
                                      
                                      5.6
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      4.5
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (7.4
                                      )Benefit
      from income taxes
                                      
                                      
                                      (1.1
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      (0.1
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      (0.1
                                      )Net
      income (loss)
                                      
                                      $
                                      6.7
                                      
                                      
                                      
                                      
                                      
                                      
                                      $
                                      4.6
                                      
                                      
                                      
                                      
                                      
                                      
                                      $
                                      (7.3
                                      )





Revenues





Our publishing services include
digitization, conversion, composition, data modeling and XML encoding, and KPO
services include research and analysis, authoring, copy-editing, abstracting,
indexing and other content creation activities. Our IT system professionals
support the design, implementation, integration and deployment of digital
systems used to author, manage and distribute content. Services that we
anticipate a client will require for an indefinite period generate what we
regard as recurring revenues. Services that are provided for a specific project
generate revenues that terminate on completion of a defined task and we regard
these revenues as non-recurring. We price our publishing services and KPO
services based on the quantity delivered or resources utilized and we recognize
revenue in the period in which the services are performed and delivered.
A substantial majority of our IT professional services is provided on a
project basis that generates non-recurring revenues. We price our professional
services on an hourly basis for actual time and expense incurred, or on a
fixed-fee turn-key basis.  Revenues for contracts billed on a
time-and-materials basis are recognized as services are
performed.  Revenues under fixed-fee contracts, which are not
significant to the overall revenues, are recognized on the percentage of
completion method of accounting, as services are performed or milestones are
achieved.





Recurring revenues consisted of 68%,
61% and 61% of total revenues for the years ended December 31, 2008, 2007 and
2006, respectively.  We have historically relied on a very limited
number of clients that have accounted for a significant portion of our revenues.
Four clients generated approximately 57%, 61% and 54% of our total revenues in
the fiscal years ended December 31, 2008, 2007 and 2006,
respectively.  We may lose any of these, or our other major clients,
as a result of our failure to meet or satisfy our clients’ requirements, the
completion or termination of a project or engagement, or the client’s selection
of another service provider.


18





In addition, the revenues we generate
from our major clients may decline or grow at a slower rate in future periods
than in the past.  If we lose any of our significant clients, our
revenues and results of operations could be adversely affected, and we may incur
a loss from operations.  Our services are typically subject to client
requirements, and in most cases are terminable upon 30 to 90 days’
notice.





Refer to
“Risk Factors.”





Direct
Operating Costs





Direct operating costs consist of
direct payroll, occupancy costs, depreciation, telecommunications, computer
services and supplies.





Selling
and Administrative Expenses





Selling and administrative expenses
consist of management and administrative salaries, sales and marketing costs,
new services research and related software development, professional fees and
consultant costs and other administrative overhead costs.





Results
of Operations





Year
Ended December 31, 2008 Compared to the Year Ended December 31,
2007





Revenues





Revenues were $75.0 million for the
year ended December 31, 2008 compared to $67.7 million for the similar
period in 2007, an increase of approximately 11%. The $7.3 million increase
in revenues reflects a $9.7 million increase from recurring revenue and a
decline of $2.4 million from non-recurring project revenue.





Four
clients generated approximately 57% and 61% of our revenues in the fiscal year
ended December 31, 2008 and 2007, respectively. Further, for the year ended
December 31, 2008 and 2007, revenues from clients located in foreign countries
(principally in Europe) accounted for 21% and 23% respectively, of our
total revenues.





For the
year ended December 31, 2008, approximately 68% of our revenue was recurring and
the 32% balance was non-recurring, compared with 61%  and 39%,
respectively, for the year ended December 31, 2007. The increase in the
percentage of recurring revenues is due to ongoing growth in existing client
relationships.





We have
provided services to approximately 170 clients in 2008 as compared to
approximately 150 clients in 2007.





Direct
Operating Costs





Direct operating costs were
$53.5 million and $48.6 million for the years ended December 31,
2008 and 2007, respectively, an increase of approximately 10%.  Direct
operating costs as a percentage of revenues were 71% for the year ended
December 31, 2008 and 72% for the year ended December 31,
2007.





The increase in direct operating costs
reflects higher compensation, benefit costs and other operating costs in support
of increased revenue, the impact of foreign exchange rates of approximately $1.1
million in direct operating costs resulting from a weakened US dollar against
the Philippine peso and Indian rupee as well as approximately $1.1 million in
losses from the settlement of forward contracts.


19





If no effect were given to the
approximately $1.1 million resulting from foreign exchange fluctuation and $1.1
million of losses resulting from the settlement of foreign currency forward
contracts, direct operating costs would have increased by approximately 6% in
2008 as compared to 2007 and as a percentage of revenues would have been 68% in
2008, compared to 72% in 2007.





Selling
and Administrative Expenses





Selling and administrative expenses
were $16.1 million and $15.3 million for the years ended
December 31, 2008 and 2007, respectively, an increase of approximately
5%.  Selling and administrative expenses as a percentage of revenues
were 22% and 23% for the years ended December 31, 2008 and 2007,
respectively.  The lower percentage reflects sustained cost levels on
a higher revenue base.





The increase in selling and
administrative expenses principally reflects increased sales and administrative
payroll and payroll related costs.





Restructuring
Costs





As part of our overall cost reduction
plan to reduce operating costs, in December 2008, we announced a restructuring
plan reducing our global work force by approximately 260 employees. The majority
of these employees were based in Asia and were terminated by December 31,
2008.





In connection with the restructuring,
we recorded a one-time charge of approximately $0.5 million ($0.3 million in
cost of sales and $0.2 million in selling and administrative expenses)
representing severance and other personnel-related expenses. As of December 31,
2008, $0.3 million of the total restructuring cost was paid, and we expect the
remaining amount to be paid during the first two quarters of 2009.





We expect that this restructuring
activity should yield an estimated $0.6 million pre-tax quarterly cost savings
beginning in the first quarter of 2009.





Income
Taxes





For the
year ended December 31, 2008, the benefit from income taxes resulted primarily
from the reversal of a valuation allowance previously recorded on the U.S.
portion of deferred tax assets. We recorded no provision for U.S. income taxes,
other than for alternative minimum tax, because we utilized net operating losses
for which we had previously recorded a valuation allowance against the
corresponding deferred tax asset. The income tax benefit was partially reduced
by the provision for foreign income taxes attributable to overseas
subsidiaries.





For the year ended
December 31, 2007,the benefit from income taxes represents a
deferred tax benefit arising due to the nature of timing differences in certain
overseas entities. In addition, certain overseas income is neither subject
to foreign income taxes because of tax holidays granted to us, nor subject to
tax in the U.S. unless repatriated. No provision for income taxes, other than
alternative minimum tax, was recorded for our U.S. entity primarily due to
utilization of net operating losses for which a valuation allowance was
previously recorded against the corresponding deferred tax asset. In 2007, we
recorded a benefit for the refund of taxes paid and interest from the IRS
amounting to $395,000 and $60,000, respectively, which was the outcome of the
final regulation from the IRS resulting in termination of the status of our
Philippine subsidiaries as Delaware limited liability companies (Refer to “Risk
Factors”).




20


In assessing the realization of
deferred tax assets, we consider whether it is more likely than not that all or
some portion of the deferred tax assets will not be realizable.  The
ultimate realization of the deferred tax assets is dependent upon the generation
of future taxable income during the periods in which temporary differences are
deductible and net operating losses are available. We consider many factors when
assessing the likelihood of future realization of the deferred tax assets,
including our Company’s recent cumulative earnings experience by taxing
jurisdiction, expectation of future taxable income, the carryforward periods
available to us for tax reporting purposes, and other relevant factors. Based
upon management’s assessment and the available evidence, in 2008 we reversed the
entire portion of the valuation allowance previously recorded on the U.S.
portion of deferred tax assets resulting in a non-cash tax benefit amounting to
$2.4 million. The decline in the valuation allowance in 2008 also resulted from
the utilization of net operating losses. In 2008, we utilized $3.8 million of
net operating losses. The remaining valuation allowance at December 31, 2008
represents the portion we have established on deferred tax assets of our foreign
subsidiaries.





We
currently intend to remit to the United States approximately $5.1 million of
foreign earnings for which we have recorded a deferred tax liability. These
earnings represent a portion of our foreign profits earned prior to 2002.
Beginning in 2002, unremitted earnings of foreign subsidiaries have been
included in the consolidated financial statements without giving effect to the
United States taxes that may be payable on distribution to the United States
because such earnings are not anticipated to be remitted to the United States.
If such earnings were to be distributed, we may be subject to United States
income taxes that may not be fully offset by foreign tax credits.





Pursuant
to an income tax audit by the Indian Bureau of Taxation, in March 2006, one of
our Indian subsidiaries received a tax assessment approximating $434,000,
including interest through December 31, 2008, for the fiscal tax year ended
March 31, 2003. We disagree with the basis of the tax assessment, and
have filed an appeal against the assessment, which we will
contest vigorously. The Indian Bureau of Taxation has also completed an
audit of our Indian subsidiary’s income tax return for the fiscal tax year ended
March 31, 2004. The ultimate outcome was favorable, and there was no
tax assessment imposed for the fiscal tax year ended March 31, 2004.
In December 2008, we received a final tax assessment from the India Bureau of
Taxation for the fiscal year ended March 31, 2005 for which we have provided
adequate tax provision, including interest through December 31, 2008. We
disagree with the basis of the tax assessment, filed an appeal against the
assessment and will contest it vigorously. In 2008, the Indian Bureau of
Taxation  commenced an audit of our subsidiary’s income tax return for
the fiscal year ended 2006. The ultimate outcome cannot be determined at this
time.





We had
unrecognized tax benefits of $840,000 and $740,000 at December 31, 2008 and
2007, respectively. The portion of unrecognized tax benefits relating to
interest and penalties were $253,000 and $153,000 at December 31, 2008 and 2007,
respectively. $664,000 and $564,000 of our unrecognized tax benefits as of
December 31, 2008 and 2007, respectively, if recognized, would have an impact on
our effective tax rate.





We are
subject to various tax audits and claims which arise in the ordinary course of
business.  Management currently believes that the ultimate outcome of these
audits and claims will not have a material adverse effect on our consolidated
financial position or results of operations.





Net
Loss/Income





We
generated net income of $6.7 million in 2008 compared with net income of
$4.6 million in 2007.  The change was principally attributable to the
increase in gross margin resulting from increased revenues and lower selling and
administrative expenses as a percentage of revenues, a reversal ofavaluation allowance
previouslyrecordedon the U.S. portion of
the deferred tax assets amounting to $2.4 million, offset by a decrease
in interest income on available cash that reflected a decline in interest rates,
and an increase in foreign effective tax rates resulting in increase in income
taxes attributable to our overseas subsidiaries.




21


Year
Ended December 31, 2007 Compared to the Year Ended December 31,
2006





Revenues




Revenues
were $67.7 million for the year ended December 31, 2007 compared to
$41.0 million for the similar period in 2006, an increase of approximately
65%. The $26.7 million increase in revenues, which is principally
attributable to four clients (three existing clients and one new client),
reflects a $20.9 million increase from recurring revenue and $5.8 million from
non-recurring project revenue.  Furthermore, more than 62% of the total
revenue increase is attributable to knowledge services.





Four
clients generated approximately 61% and 54% of our revenues in the fiscal year
ended December 31, 2007 and 2006, respectively.  Further, for the year
ended December 31, 2007 and 2006, revenues from clients located in foreign
countries (principally in Europe) accounted for 23% and 37% respectively,
of our total revenues.





For the
years ended December 31, 2007 and 2006, approximately 61% of our revenue was
recurring and the 39% balance was non-recurring.





We have
provided our services to approximately 150 clients in 2007 as compared to
approximately 130 clients in 2006.





Direct
Operating Costs





Direct operating costs were
$48.6 million and $34.3 million for the years ended December 31,
2007 and 2006, respectively, an increase of approximately 42%.  Direct
operating costs as a percentage of revenues were 72% for the year ended
December 31, 2007 and 84% for the year ended December 31,
2006.





The increase in direct operating costs
was principally attributable to the increase in variable labor (management and
production personnel) and other operating costs in support of higher revenue
volume.  The direct operating expenses as a percentage of revenues
were lower in 2007 as compared to 2006, principally due to decreased variable
costs as a percent of revenues, and increased operating leverage resulting from
the increase in revenues with no significant increase in fixed costs. These
favorable results were offset in part by $2.6 million in direct operating costs
resulting from a weakened US dollar against the Philippine peso and India
rupee.





Selling
and Administrative Expenses





Selling and administrative expenses
were $15.3 million and $14.7 million for the years ended
December 31, 2007 and 2006, respectively, an increase of approximately
4%.  Selling and administrative expenses as a percentage of revenues
were 23% and 36% for the years ended December 31, 2007 and 2006
respectively.  The lower percentage reflects sustained operating costs
levels on a higher revenue base.





Selling and administrative expenses in
2006 include approximately $246,000 received as an inducement to terminate our
Dallas office lease prior to its contractual expiration dates, accrued severance
costs of approximately $275,000 related to the termination of an executive’s
employment and approximately $922,000 in research and development costs for new
services. After excluding the effect of these non-recurring adjustments, the
resulting increase in selling and administrative expenses principally reflects
increased sales and administrative payroll and payroll related costs associated
with annual salary increases and increased professional fees, including fees
associated with Section 404 of the Sarbanes-Oxley Act incurred in
2007.





Restructuring
Costs





As part of an overall cost reduction
plan to reduce operating costs, in September 2006 we announced a worldwide
workforce reduction of slightly under 300 employees, the majority of whom were
based in Asia. Most employees were terminated prior to September 30, and we
substantially implemented the plan at the end of 2006.





As a result, we recorded total charges
of $604,000 in 2006 associated with the restructuring plan. The 2006 charge
consisted of $531,000 of employee severance costs and $73,000 of costs to
implement the plan. Of the total amount, $60,000 represents charges relating to
stock option modifications.


22





In connection with the restructuring,
we paid cash of $544,000 and recognized costs amounting to $60,000 for stock
option modifications. We currently expect no future costs to be incurred
associated with the 2006 restructuring plan.





As of December 31, 2006, accrued
expenses included approximately $102,000 related to the restructuring charges,
which were paid in 2007.





Income
Taxes





For the
year ended December 31, 2007, the benefit from income taxes as a percentage
of income before income taxes was 1%. The 2007 benefit from income taxes is
lower than the U.S. Federal statutory rate, principally due to the U.S. net
operating losses which were not recognized as a result of a valuation
allowance.  In addition, certain overseas income is neither subject to
foreign income taxes because of tax holidays granted to us, nor subject to tax
in the U.S. unless repatriated.





For the
year ended December 31, 2006, the benefit from income taxes as a percentage
of loss before income taxes was 1%.  The 2006 benefit from income
taxes is lower than the U.S. Federal statutory rate, principally due to the U.S.
net operating losses which were not recognized as a result of a valuation
allowance.  In addition, certain overseas income is neither subject to
foreign income taxes because of tax holidays granted to us, nor subject to tax
in the U.S. unless repatriated.





In
assessing the realization of deferred tax assets, we consider whether it is more
likely than not that all or some portion of our deferred tax assets will not be
realized. Our ultimate realization of the deferred tax assets is dependent upon
our generating future taxable income during the periods in which temporary
differences are deductible and net operating losses are utilized. Based on a
consideration of these factors, we have established a valuation allowance of
approximately $4.6 million at December 31, 2007. In 2007, we utilized $2.1
million of net operating losses.





Pursuant
to an income tax audit by the Indian Bureau of Taxation, on March 27, 2006, one
of our Indian subsidiaries received a tax assessment approximating $404,000,
including interest through December 31, 2007, for the fiscal tax year ended
March 31, 2003. We disagree with the basis of the tax assessment, and
have filed an appeal against the assessment, which we will fight vigorously. The
Indian Bureau of Taxation has also completed an audit of our Indian subsidiary’s
income tax return for the fiscal tax year ended March 31, 2004. The
ultimate outcome was favorable, and there was no tax assessment imposed for the
fiscal tax year ended March 31, 2004. On March 20, 2007, the
Indian bureau of taxation commenced an audit of our subsidiary’s income tax
return for the fiscal year ended 2005. We cannot determine the ultimate outcome
at this time.





As a
result of an IRS audit settlement, we recognized approximately $234,000 of
previously unrecognized tax benefits for the year ended December 31, 2007. An
additional $176,000 of unrecognized tax benefits relating to uncertain income
tax positions was provided for the year ended December 31, 2007.





We are
subject to various tax audits and claims which arise in the ordinary course of
business.  Management currently believes that the ultimate outcome of these
audits and claims will not have a material adverse effect on our financial
position or results of operations.





Our
liability for net unrecognized tax benefits at December 31, 2007 and 2006
was approximately $411,000 and $481,000, respectively. This liability represents
an accrual relating to uncertain income tax positions we have taken on our
domestic and foreign tax returns. We report interest expense and penalties
related to income tax liabilities as a component of our provision for income
taxes. As of December 31, 2007 and 2006, we had accrued a liability for interest
and penalties totaling approximately $153,000 and $138,000,
respectively.


23





Furthermore
we had unrecognized tax benefits of $176,000 and $167,000 as of December 31,
2007 and December 31, 2006, respectively, which, if recognized, would increase
our net operating loss carry forward. This increase, if recognized, would not
have an impact on our effective tax rate since the increase to our deferred tax
assets would result in a corresponding increase to our valuation
allowance.





In August
2004, the IRS promulgated regulations, effective August 12, 2004, that had the
effect of making certain of our overseas entities that are incorporated in
foreign jurisdictions and also domesticated as Delaware limited liability
companies as U.S. corporations for U.S. federal income tax purposes. In the
preamble to such regulations, the IRS expressed its view that dual registered
companies described in the preceding sentence are also treated as U.S.
corporations for U.S. federal income tax purposes for periods prior to August
12, 2004. As a result, in December 2004, the Company effected certain filings in
Delaware to ensure that these subsidiaries would not be treated as U.S.
corporations for U.S. federal income tax purposes as of the date of filing and
as such, were not subject to U.S. federal income taxes commencing
January 1, 2005. On January 30, 2006, the IRS issued its final
regulations, stating that neither the temporary regulations nor these final
regulations are retroactive. In December 2007, the Company received a
notification from the IRS for the entitlement of the refund for taxes paid and
the interest amounting to approximately $395,000 and $60,000, respectively. The
Company appropriately recorded a benefit and an income tax receivable at
December 31, 2007.





Net
Loss/Income





We
recorded net income of $4.6 million in 2007 compared with a net loss of
$7.3 million in 2006.  The change was principally attributable to the
increase in gross margin resulting from increased revenues and lower selling and
administrative expenses as a percentage of revenues.





Liquidity
and Capital Resources





Selected measures of liquidity and
capital resources, expressed in thousands are as follows:





2008
                  
                  
                  2007
                  
                  
                  2006Cash
      and cash equivalents
                  
                  $
                  13,875
                  
                  
                  $
                  14,751
                  
                  
                  $
                  13,597Working
      capital
                  
                  
                  21,881
                  
                  
                  
                  16,329
                  
                  
                  
                  14,292





At December 31, 2008, we had cash and
cash equivalents of $13.9 million. We have used, and plan to use, such cash for
(i) expansion of existing operations; (ii) general corporate purposes, including
working capital; and (iii) possible acquisitions of related businesses. As of
December 31, 2008, we had no third party debt and had working capital of
approximately $21.9 million as compared to working capital of approximately
$16.3 million at December 31, 2007. Accordingly, we do not anticipate any
near-term liquidity issues.





Our quarterly operating results are
also subject to certain seasonal fluctuations. We generally experience lower
revenue in the first quarter as we replace projects that were brought to end in
the fourth quarter and we begin new projects, which may have some normal start
up delays during the first quarter. These and other seasonal factors may
contribute to fluctuations in our results of operations from quarter to
quarter.




24


Net
Cash Provided By (Used In) Operating Activities





Cash provided by our operating
activities in 2008 was $4.5 million resulting from a net income of $6.7 million,
adjustments for non-cash items of $1.7 million and $3.9 million used for working
capital. Adjustments for non-cash items primarily consisted of $3.7 million for
depreciation and amortization, $2.7 million for deferred taxes primarily
resulting from a reversal of valuation allowance for the U.S. entity amounting
to $2.4 million and $0.4 million for pension costs. Working capital activities
primarily consisted of a use of cash of $3.3 million for an increase in accounts
receivable primarily related to an increase in revenue and use of cash of $0.6
million for decline in accounts payable and accrued expenses representing the
timing of expenditures and payments.





Cash provided by our operating
activities in 2007 was $6 million resulting from a net income of $4.6 million,
adjustments for non-cash items of $3.9 million and $2.5 million used for working
capital. Adjustments for non-cash items primarily consisted of $3.2 million for
depreciation and amortization and $0.7 million for pension costs. Working
capital activities primarily consisted of a use of cash of $4.2 million for an
increase in accounts receivable primarily related to an increase in revenue, a
source of cash of $1.0 million of an increase in accounts payable due to timing
of expenditure, a source of cash of $1.7 million for an increase in accrued
salaries and wages due to an increase in the number of employees and higher
labor rates in support of higher revenue volume and a use of cash of $1.5
million due to payment of minimum withholding taxes on the net settlement of
stock options exercised by our Chairman and CEO.





Cash used in our operating activities
in 2006 was $3.4 million resulting from a net loss of $7.3 million, offset by
adjustments for non-cash items of $3.8 million and $0.1 million generated by
working capital. Adjustments for non-cash items primarily consisted of $3.4
million for depreciation and amortization and $0.3 million for pension costs.
Working capital activities primarily consisted of a source of cash of $0.7
million for a decrease in accounts receivable primarily related to a decrease in
our revenues and timing of collections, a use of cash of $0.5 million for a
decrease in accounts payable representing payments made to vendors, a source of
cash of $0.7 million for an increase in accrued expenses and accrued salaries
and wages primarily related to the accruals for bonus and retirement benefits
and a use of cash of $0.7 million due to increase in prepaid expenses and other
current assets.





At December 31, 2008, our days’ sales
outstanding were approximately 62 days as compared to 52 days as of December 31,
2007 and 56 days as of December 31, 2006.





Net
Cash Used in Investing Activities





During 2008, 2007 and 2006, cash used
in our investing activities was $2.5 million, $4.4 million and $2.3 million,
respectively for capital expenditures. Capital expenditures in 2008 and 2007
related principally to routine purchasing of technology equipment and facility
upgrades. Capital spending in 2006 related principally to normal ongoing
equipment upgrades, project requirement specific equipment, and improvements in
infrastructure. Furthermore, in 2008 and 2007, we acquired certain computer and
communications equipment approximating $0.1 million and $0.8 million,
respectively, through finance leases (non-cash). During the next twelve months,
we anticipate that capital expenditures for ongoing technology, hardware,
equipment and infrastructure upgrades will approximate $4.0 to $5.0 million, a
portion of which we may finance.





Net
Cash Provided by Financing Activities





Cash proceeds received from the
exercise of stock options amounted to approximately $0.1 million, $0.5 million
and $0.4 million in 2008, 2007 and 2006, respectively.





In May 2008, we announced that our
Board of Directors authorized the repurchase of up to $2 million of our common
stock. As of December 31, 2008, we acquired approximately 606,000 shares of our
common stock for approximately $1.9 million at a volume weighted average price
of $3.08 per share. This authorization replaced a prior authorization made in
August 2006, whereby
the Board of Directors authorized the repurchase of up to $1.0 million of our
common stock of which we repurchased approximately 182,000 shares. We paid $0.3
million to repurchase these shares in 2006. No shares were repurchased in
2007.


25





In March 2008, we renewed a vendor
agreement, which expired in February 2008, to acquire certain additional
software licenses and to receive support and subsequent software upgrades on
these and other currently owned software licenses through February 2011, for a
total cost of approximately $1.7 million, representing a non-cash investing and
financing activity. As of December 31, 2008, we paid $0.5 million under this
agreement. The agreement, which expired in February 2008, was originally entered
into in February 2005 for a total cost of approximately $1.6 million. In
conjunction with this agreement, we paid approximately $0.6 million and $0.5
million in 2007 and 2006, respectively





In 2006, additional software licenses
amounting to $164,000 were acquired under staggered payment terms. Total payment
made on these purchases in 2007 and 2006 amounted to $78,000 and $82,000,
respectively, with the remaining balance paid in January 2008.





As we operate in a number of countries
around the world, we face exposure to adverse movements in foreign currency
exchange rates. These exposures may change over time as business practices
evolve and may have a material adverse impact on our consolidated financial
results. Our primary exposure relates to non-U.S. based operating expenses in
Asia. Our U.S. Corporate headquarters has historically funded expenditures for
our foreign subsidiaries based in the Philippines and India. We are exposed to
foreign exchange risk and therefore we sometimes use foreign currency forward
contracts to mitigate our exposure to fluctuating future cash flows arising from
changes in foreign exchange rates. In 2007 and 2008, we entered into foreign
currency forward contracts, with a maximum term of six months and an aggregate
notional amount of $4.5 million and $11.6 million, respectively, to sell U.S.
Dollars for Philippine Pesos and Indian Rupees that were all settled at December
31, 2007 and 2008. All realized gains and losses were reported in our
consolidated statement of operations. We may continue to enter
into such instruments, or other instruments in the future, to reduce foreign
currency exposure to appreciation or depreciation in the value of these foreign
currencies.





Other than the aforementioned forward
contracts, we have not engaged in any hedging activities nor have we entered
into off-balance sheet transactions, arrangements or other relationships with
unconsolidated entities or other persons that are likely to affect liquidity or
the availability of our requirements for capital resources.




Future
Liquidity and Capital Resource Requirements





We have a $7.0 million line of
credit pursuant to which we may borrow up to 80% of eligible accounts
receivable. Borrowings under the credit line bear interest at the bank’s
alternate base rate plus 1⁄2% or LIBOR plus 3%. The line, which expires in June
2009, is collateralized by our Company’s accounts receivable. We have no
outstanding obligations under this credit line as of December 31, 2008. We plan
on renewing the line of credit in the second quarter of 2009.





We believe that our existing cash and
cash equivalents, funds generated from our operating activities and funds
available under our credit facility will provide sufficient sources of liquidity
to satisfy our financial needs for the next twelve months. However, if
circumstances change, we may need to raise debt or additional equity capital in
the future. We have historically funded our foreign expenditures from our U.S.
Corporate headquarters on an as-needed basis.





Contractual
Obligations





The table below summarizes our
contractual obligations (in thousands) at December 31, 2008, and the effect that
those obligations are expected to have on our liquidity and cash flows in future
periods.


26





Payments Due by PeriodContractual Obligations
                
                Total
                
                
                Less than
                  1 year
                
                
                1-3 years
                
                
                4-5 years
                
                
                After
                  5 yearsCapital
      lease obligations
                
                $
                453
                
                
                $
                277
                
                
                $
                176
                
                
                $
                -
                
                
                $
                -Non-cancelable
      operating leases
                
                
                1,525
                
                
                
                787
                
                
                
                625
                
                
                
                113
                
                
                
                -Long-term
      vendor obligations
                
                
                1,100
                
                
                
                550
                
                
                
                550
                
                
                
                -
                
                
                
                -Total
      contractual cash obligations
                
                $
                3,078
                
                
                $
                1,614
                
                
                $
                1,351
                
                
                $
                113
                
                
                $
                -





Future expected obligations under the
Company’s pension benefit plans have not been included in the contractual cash
obligations table above.





Inflation,
Seasonality and Prevailing Economic Conditions





To date, inflation has not had a
significant impact on our operations.  We generally perform work for
our clients under project-specific contracts, requirements-based contracts or
long-term contracts.  Contracts are typically subject to numerous
termination provisions.





Our quarterly operating
results are subject to certain fluctuations.We experience
fluctuations in our revenue and earnings as we replace and begin new projects,
which may have some normal start up delays, or we may be unable to replace a
project entirely. These and other factors
may contribute to fluctuations in our operating results from quarter to
quarter.





Critical
Accounting Policies and Estimates





Basis
of Presentation and Use of Estimates





Our discussion and analysis of our
results of operations, liquidity and capital resources are based on our
consolidated financial statements which have been prepared in conformity with
accounting principles generally accepted in the United States of America. The
preparation of these consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and disclosure of contingent assets and liabilities. On
an ongoing basis, we evaluate our estimates and judgments, including those
related to revenue recognition, allowance for doubtful accounts and billing
adjustments, long-lived assets, goodwill, valuation of deferred tax assets,
value of securities underlying stock-based compensation, litigation accruals,
pension benefits, valuation of derivative instruments and estimated accruals for
various tax exposures. We base our estimates on historical and anticipated
results and trends and on various other assumptions that we believe are
reasonable under the circumstances, including assumptions as to future events.
These estimates form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. By
their nature, estimates are subject to an inherent degree of uncertainty. Actual
results may differ from our estimates and could have a significant adverse
effect on our consolidated results of operations and financial position. We
believe the following critical accounting policies affect our more significant
estimates and judgments in the preparation of our consolidated financial
statements.




27


Allowance
for Doubtful Accounts





We establish credit terms for new
clients based upon management’s review of their credit information and project
terms, and perform ongoing credit evaluations of our customers, adjusting credit
terms when management believes appropriate based upon payment history and an
assessment of their current credit worthiness.  We record an allowance
for doubtful accounts for estimated losses resulting from the inability of our
clients to make required payments.  We determine this allowance by
considering a number of factors, including the length of time trade accounts
receivable are past due, our previous loss history, our estimate of the client’s
current ability to pay its obligation to us, and the condition of the general
economy and the industry as a whole.  While credit losses have
generally been within expectations and the provisions established, we cannot
guarantee that credit loss rates in the future will be consistent with those
experienced in the past.  In addition, we have credit exposure if the
financial condition of one of our major clients were to
deteriorate.  In the event that the financial condition of our clients
were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be necessary.





Revenue
Recognition





We recognize revenue in the period in
which we perform services and deliver in accordance with Staff Accounting
Bulletin 104.





We recognize IT professional services
revenues from custom application and systems integration development which
requires significant production, modification or customization of software in a
manner similar to SOP No. 81-1 “Accounting for Performance of
Construction-Type and Certain Production-Type Contracts.”We
recognize revenue for such services billed under fixed fee arrangements, which
are not significant to our overall revenues, using the percentage-of-completion
method under contract accounting as we perform services or reach output
milestones.  We measure the percentage completed either by the
percentage of labor hours incurred to date in relation to estimated total labor
hours or in consideration of achievement of certain output milestones, depending
on the specific nature of each contract.  For arrangements in which
percentage-of-completion accounting is used, we record cash receipts from
customers and billed amounts due from customers in excess of recognized revenue
as billings in excess of revenues earned on contracts in progress (which is
included in accounts receivable).  Revenues from fixed-fee projects
accounted for less than 10% of our total revenue for each of the three years in
the period ended December 31, 2008.  We recognize revenue billed
on a time and materials basis as we perform the services.





Long-lived
Assets





We account for long-lived assets under
Statement of Financial Accounting Standards (“SFAS”) 144, “Accounting for the Impairment or
Disposal of Long Lived Assets”.  We assess the recoverability
of our long-lived assets, which consist primarily of fixed assets and intangible
assets with finite useful lives, whenever events or changes in circumstance
indicate that the carrying value may not be recoverable.  The
following factors, if present, may trigger an impairment  review: 
(i)  significant  underperformance  relative  to 
expected historical  or  projected  future  operating 
results; (ii) significant negative industry  or  economic 
trends; (iii) significant decline in our stock price  for  a 
sustained  period;  and  (iv)  a  change  in our
market capitalization relative to net book value. If the recoverability of these
assets is unlikely because of  the  existence  of one or
more of the above-mentioned factors,  we perform an impairment
analysis using a projected discounted cash flow  method.  We must make
assumptions regarding estimated future cash flows and other factors to determine
the fair value of these respective assets.  If these estimates or
related assumptions change in the future, we may be required to record an
impairment charge.  Impairment charges would be included in 
general  and  administrative  expenses  in  our
statements  of operations,  and  would result in reduced carrying
amounts of the related assets on  our balance  sheets.  We
did not recognize an impairment in any of our long-lived assets in each of the
three years in the period ended December 31, 2008.


28


Income
Taxes





We determine our deferred taxes based
on the difference between the financial statement and tax basis of assets and
liabilities, using enacted tax rates, as well as any net operating loss or tax
credit carryforwards expected to reduce taxes payable in future
years.  We provide a valuation allowance when it is more likely than
not that all or some portion of the deferred tax assets will not be
realized.  We provide a valuation allowance for net operating loss
carryforwards which may not be realized and for deferred tax assets in foreign
jurisdictions which may not be realized because of our current tax holidays.
While we consider future taxable income in assessing the need for the valuation
allowance, in the event we were to determine that we would be able to realize
the deferred tax assets in the future in excess of its net recorded amount, an
adjustment to the deferred tax assets would increase income in the period such
determination was made. Change in valuation allowance from period to period is
included in our tax provision in the period of change. We have recorded a
deferred tax liability on approximately $5.1 million of foreign earnings, which
represents a portion of foreign profits earned prior to 2002. Beginning in 2002,
unremitted earnings of foreign subsidiaries have been included in the
consolidated financial statements without giving effect to the United States
taxes that may be payable on distribution to the United States because such
earnings are not anticipated to be remitted to the United States.


In
addition we have provided for an accrual for potential tax obligations resulting
from income tax audits and other potential tax obligations.





We
adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48
(“FIN 48”) “Accounting
for Uncertainty in Income Taxes” on January 1, 2007. The adoption of FIN
48 did not have an effect on our results of operations or financial position. We
recognize interest and penalties related to uncertain tax positions in income
tax expense in our consolidated statement of operations.





Goodwill
and Other Intangible Assets





SFAS 142, “Goodwill and Other Intangibles
Assets” (“SFAS 142”) requires that we test goodwill annually for
impairment using a two-step fair value based test.  The first step of
the goodwill impairment test, used to identify potential impairment, compares
the fair value of a reporting unit with its carrying amount, including
goodwill.  If the carrying amount of the reporting unit exceeds its
fair value, the second step of the goodwill impairment test must be performed to
measure the amount of the impairment loss, if any.  If impairment is
determined, we will recognize additional charges to operating expenses in the
period in which they are identified, which would result in a reduction of
operating results and a reduction in the amount of goodwill.  Our most
recent test for impairment was conducted as of September 30, 2008, in which the
estimated fair values of the reporting unit exceeded its carrying amount,
including goodwill.  As such, no impairment was identified or
recorded.





Accounting
for Stock-Based Compensation





We are authorized to grant stock
options to officers, directors and employees of the Company under various Stock
Option Plans approved by stockholders.





Effective January 1, 2006, we were
required to account for stock-based awards in accordance with the fair value
recognition provisions of SFAS No. 123 (Revised 2004) “Share-Based Payment”(“SFAS
123(R)”), which required the measurement and recognition of stock-based
compensation expense for all share-based payment awards made to employees and
directors based on estimated fair value at the grant date and is recognized over
the requisite service period. Determining the fair value of stock-based awards
at the grant date requires judgment, including estimating the expected term of
stock options and the expected volatility of our stock. The fair value is
determined using the Black-Scholes option-pricing model. We recorded stock-based
compensation expense of approximately $220,000, $174,000 and $241,000 for the
years ended December 31, 2008, 2007 and 2006, respectively.





Legal
Proceedings





We are
subject to various legal proceedings and claims which arise in the ordinary
course of business.    Our legal reserves related to these
proceedings and claims are based on a determination of whether or not the loss
is probable. We review outstanding claims and proceedings with external counsel
to assess probability and estimates of loss. The reserves are adjusted if
necessary. If circumstances change, we may be required to record adjustments
that could be material to our reported financial condition and results of
operations. Based on consultation with legal counsel, we believe that recovery
against us for the legal proceedings and claims would nevertheless be
unlikely.


29





Pensions





Most of
our non-U.S. subsidiaries provide for government mandated defined pension
benefits covering those employees who meet certain eligibility requirements.
Pension assumptions are significant inputs to actuarial models that measure
pension benefit obligations and related effects on operations. Two critical
assumptions – discount rate and rate of increase in compensation levels – are
important elements of plan expense and asset/liability measurements. These
critical assumptions are evaluated at least annually on a plan and a country
specific basis. Other assumptions involving demographic factors such as
retirement age, mortality and turnover are evaluated periodically and are
updated to reflect actual experience and expectations for the future. Actual
results in any given year will often differ from actuarial assumptions because
of economic and other factors, and in accordance with generally accepted
accounting principles, the impact of these differences are accumulated and
amortized over future periods.




Development
Costs of Software





We
expense research and development costs for the development of new software to be
sold, leased, or otherwise marketed as a separate product or as part of a
product or process, and substantial enhancements to such existing software
products, until technological feasibility has been established, at which time
any additional development costs are capitalized until the product is available
for general release to customers.  We expense all other research and
development costs as incurred.





We did not capitalize any software
development costs during any of the three years in the period ended
December 31, 2008.  Included in our selling and administrative expense
are research and development costs totaling approximately $922,000 for the year
ended December 31, 2006. The Company did not incur any research and development
costs in 2008 and 2007.





Recent
Accounting Pronouncements





Effective
January 1, 2008, we adopted SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”), for financial assets and liabilities carried at fair value. SFAS
157 defines fair value, establishes a framework for measuring fair value and
expands disclosures about fair value measurements. Our adoption of SFAS 157 did
not have a material effect on our consolidated financial statements for
financial assets and liabilities and any other assets and liabilities carried at
fair value. In accordance with FASB Staff Position No. FAS 157-2 (“FSP 157-2”),
we elected to defer until January 1, 2009 the adoption of SFAS 157 for all
non-financial assets and liabilities that are not recognized or disclosed at
fair value in the consolidated financial statement. We do not believe that the
adoption of SFAS 157-2 will have a material impact on our consolidated financial
statements. In October 2008, the Financial Accounting Standards Board (“FASB”)
issued FASB Staff Position No. FAS 157-3, “Determining the Fair Value of a
Financial Asset in a Market That Is Not Active” (“FSP 157-3”), which
clarifies the application of SFAS 157 when the market for a financial asset
is inactive. The guidance in FSP 157-3 was effective upon issuance and did
not have a material effect on our consolidated financial
statements.





Effective
January 1, 2008, we adopted SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities” (“SFAS 159”), which expands
opportunities to use fair value measurements in financial reporting and permits
entities to choose to measure many financial instruments and certain other items
at fair value. Under SFAS 159, entities that elect the fair value option (by
instrument) will report unrealized gains and losses in earnings at each
subsequent reporting date. The fair value option election is irrevocable, unless
a new election date occurs. We chose not to elect the fair value option for our
financial assets and liabilities existing at January 1, 2008, and did not
elect the fair value option on financial assets and liabilities transacted in
2008. Therefore, the adoption of SFAS 159 had no impact on our consolidated
financial statements.


30





In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”(“SFAS 141(R)”), which replaces SFAS No. 141. SFAS No. 141(R) establishes
principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
any non-controlling interest in the acquiree and the goodwill acquired. The
Statement also establishes disclosure requirements which will enable users to
evaluate the nature and financial effects of the business combination. SFAS
141(R) is effective for fiscal years beginning after December 15, 2008. The
adoption of SFAS 141(R) will have an impact on accounting for future business
combinations, but the effect is dependent upon acquisitions at that
time.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB
No. 51 (“SFAS 160”). SFAS No. 160 requires entities to report
noncontrolling (minority) interests as a component of shareholders’ equity on
the balance sheet; include all earnings of a consolidated subsidiary in
consolidated results of operations and treat all transactions between an entity
and noncontrolling interest as equity transactions between the parties. SFAS
No. 160 is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008. Earlier adoption is
prohibited. SFAS No. 160 must be applied prospectively as of the beginning
of the fiscal year in which SFAS No. 160 is initially applied, except for
the presentation and disclosure requirements. The presentation and disclosure
requirements are applied retroactively for all periods presented. We do not have
a noncontrolling interest in one or more subsidiaries. Accordingly, we do not
anticipate that the initial application of SFAS No. 160 will have an impact
on the consolidated financial statements.





In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement
No. 133”  (“SFAS 161”), which amends and expands the
disclosure requirements of SFAS 133 to require qualitative disclosure about
objectives and strategies for using derivatives, quantitative disclosures about
fair value amounts of and gains and losses on derivative instruments, and
disclosures about credit-risk-related contingent features in derivative
agreements. SFAS 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application encouraged. We are currently evaluating the impact of adopting SFAS
161 on our consolidated financial statements.





In April
2008, the FASB issued FASB Staff Position No. 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors that
should be considered in developing assumptions about renewal or extension used
in estimating the useful life of a recognized intangible asset under SFAS No.
142. This standard is intended to improve the consistency between the useful
life of a recognized intangible asset under SFAS 142 and the period of expected
cash flows used to measure the fair value of the asset under SFAS 141(R)
(revised 2007), “Business
Combinations”  and other generally accepted accounting
principles. FSP 142-3 is effective for financial statements issued for fiscal
years beginning after December 15, 2008. The measurement provisions of this
standard will apply only to intangible assets of the Company acquired after the
effective date.





Item
7A.  Quantitative and Qualitative Disclosures About Market
Risk.





Interest
rate risk





We are exposed to interest rate change
market risk with respect to our credit line with a financial institution which
is priced based on the bank’s alternate base rate (3.25% at December 31, 2008)
plus 1⁄2% or LIBOR (0.46% at December 31, 2008) plus 3%.  We have not
borrowed under this line in 2008.  To the extent we utilize all or a
portion of this line of credit, changes in the interest rate will have a
positive or negative effect on our interest expense.




31


Foreign
currency risk





We have operations in several
international markets that are subject to foreign currency fluctuations.
Although the majority of our contracts are denominated in U.S. Dollars, a
substantial portion of the costs incurred to render services under these
contracts is incurred in the local currencies of several international markets
where we carry our operations. Our significant operations are based in the
Philippines and India where revenues are generated in U.S. Dollars and the
corresponding expenses are generated in Philippines pesos and Indian
rupees.





To
mitigate the exposure of fluctuating future cash flows due to changes in foreign
exchange rates, we entered into foreign currency forward contracts in 2008.
These forward contracts were entered into for a maximum term of six months and
had an aggregate notional amount of $11.6 million. We may continue to enter into
such instruments or other instruments in the future to reduce foreign currency
exposure to appreciation or depreciation in the value of these foreign
currencies.





The
impact of foreign currency will continue to present economic challenges to us
and could negatively impact our overall results of operations. Any increase or
decrease in the fair value of our currency exchange rate sensitive forward
contracts would be substantially offset by a corresponding decrease or increase
in the fair value of the hedged underlying cash flows. As of December 31, 2008,
there were no outstanding foreign currency forward contracts.





Other
than the aforementioned forward contracts, we have not engaged in any hedging
activities nor have we entered into off-balance sheet transactions, arrangements
or other relationships with unconsolidated entities or other persons that are
likely to affect our liquidity or the availability of our requirements for
capital resources.





As of December 31, 2008, our foreign
locations held cash totaling approximately $7.9 million.





Item
8.  Financial Statements and Supplementary Data.





See Financial Statements and Financial
Statement Index commencing on page F-1 hereof.





Item
9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.





On September 12, 2008, the Audit
Committee of our Board of Directors approved the dismissal of Grant Thornton LLP
as the Company’s independent registered public accounting firm and approved the
engagement of J.H. Cohn LLP as our independent registered public accounting firm
for the fiscal year ending December 31, 2008. In connection with our change in
accountants, there were no disagreements or reportable events required to be
disclosed pursuant to Regulation S-K, Item 304(a)(1)(iv) and item
304(a)(1)(v).





Item
9A.  Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





In
accordance with Exchange Act Rules 13a-15(e), we carried out an evaluation,
under the supervision and with the participation of management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as
of the end of the period covered by this report. Based on the material weakness
in our internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15-d-15(f)) described below, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
were not effective as of December 31, 2008.




32




Changes in Internal
Control over Financial Reporting




There
have been no changes in the Company’s internal controls over financial reporting
(as such term is defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act)
during the last fiscal quarter to which this report relates that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting, except as described below. We identified a
material weakness in our internal control over financial reporting and have
described the changes to our internal controls over financial reporting designed
to remediate this material weakness.




Report
of Management on Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company. Internal control over
financial reporting is a process to provide reasonable assurance regarding the
reliability of our financial reporting for external purposes in accordance with
accounting principles generally accepted in the United States of America.
Internal control over financial reporting includes maintaining records that in
reasonable detail accurately and fairly reflect our transactions; providing
reasonable assurance that transactions are recorded as necessary for preparation
of our financial statements; providing reasonable assurance that receipts and
expenditures of company assets are made in accordance with management
authorization; and providing reasonable assurance that unauthorized acquisition,
use or disposition of company assets that could have a material effect on our
financial statements would be prevented or detected on a timely basis. Because
of its inherent limitations, internal control over financial reporting is not
intended to provide absolute assurance that a misstatement of our financial
statements would be prevented or detected.





Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, our management concluded that the
Company’s internal control over financial reporting was not effective as of
December 31, 2008, due to the existence of a material weakness, as described
below.





In the
course of making our assessment of the effectiveness of internal control over
financial reporting, we identified a material weakness in our internal control
over financial reporting. The preparation and review process for the calculation
of the tax provision was inadequate, which led to errors in the computation of
deferred tax assets and related income tax benefit.





As a
consequence of that determination, we have implemented a procedure designed to
detect or prevent this error from occurring in the future. The Company
implemented a control requiring an outside tax advisor and consulting firm to
review our quarterly as well as annual tax provision calculations. We have
discussed this action with our audit committee and believe that such enhanced
procedure will prospectively mitigate this material weakness.





The
effectiveness of the Company’s internal control over financial reporting as of
December 31, 2008, was audited by J.H. Cohn LLP, our independent registered
public accounting firm, as stated in their report appearing below.




33




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 The Board
of Directors and Stockholders of Innodata Isogen, Inc.:
 
 We have
audited Innodata Isogen, Inc. and Subsidiaries’ (“Innodata”) internal control
over financial reporting as of December 31, 2008, based on criteria established
in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Innodata’s management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting included in the accompanying Report of Management on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the
effectiveness of Innodata’s internal control over financial reporting based on
our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management’s assessment, assessing the risk that
a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk and performing such
other procedures as we consider necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
 
 A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America. A
company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States of
America, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 
 The
Company identified a material weakness in internal control related to the
preparation and review of its 2008 income tax provision, which resulted in the
restatement of the Company’s 2008 consolidated financial
statements.
 
 In our
opinion, Innodata did not maintain, in all material respects, effective internal
control over financial reporting as of December 31, 2008, based on the COSO
criteria.
 
 We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheet as of December
31, 2008, and the related consolidated statements of operations, stockholders’
equity, and cash flows for the year then ended, of Innodata Isogen, Inc. and
Subsidiaries’ and our report dated March 9, 2009, except for the effects of the
matter discussed in Note 15 to the restated consolidated financial statements,
which is as of February 8, 2010, expressed an unqualified opinion
thereon.
  34
 
 /s/J.H.
Cohn LLP
 
 Roseland,
New Jersey
 March 9,
2009, except for the
 matter
discussed in the fifth paragraph
 of this
report and the effects of the matter
 discussed
in Note 15 to the
 consolidated
financial statements which
 are as of
February 8, 2010
  35
  Item
9B.  Other information.
 
 None
  36
  PART III
 
 Item
10.  Directors, Executive Officers and Corporate
Governance.
 
 The
information called for by Item 10 is incorporated by reference from the
Company’s definitive proxy statement for the 2009 Annual Meeting of Stockholders
to be filed pursuant to Regulation 14A under the Exchange Act no later than 120
days after the end of the Company’s 2008 fiscal year.
 
 The
Company has a code of ethics that applies to all of its employees, officers, and
directors, including its principal executive officer, principal financial and
accounting officer, and controller.  The text of the Company’s code of
ethics is posted on its website at www.innodata-isogen.com. The Company intends
to disclose future amendments to, or waivers from, certain provisions of the
code of ethics for executive officers and directors in accordance with
applicable NASDAQ and SEC requirements.
 
 Item
11.  Executive Compensation.
 
 The
information called for by Item 11 is incorporated by reference from the
Company’s definitive proxy statement for the 2009 Annual Meeting of Stockholders
to be filed pursuant to Regulation 14A under the Exchange Act no later than 120
days after the end of the Company’s 2008 fiscal year.
 
 Item
12.  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
 
 The
information called for by Item 12 is incorporated by reference from the
Company’s definitive proxy statement for the 2009 Annual Meeting of Stockholders
to be filed pursuant to Regulation 14A under the Exchange Act no later than 120
days after the end of the Company’s 2008 fiscal year.
 
 Item
13.  Certain Relationships and Related Transactions, and Director
Independence.
 
 The
information called for by Item 13 is incorporated by reference from the
Company’s definitive proxy statement for the 2009 Annual Meeting of Stockholders
to be filed pursuant to Regulation 14A under the Exchange Act no later than 120
days after the end of the Company’s 2008 fiscal year.
 
 Item
14.  Principal Accountant Fees and Services.
 
 The
information called for by Item 14 is incorporated by reference from the
Company’s definitive proxy statement for the 2009 Annual Meeting of Stockholders
to be filed pursuant to Regulation 14A under the Exchange Act no later than 120
days after the end of the Company’s 2008 fiscal year.
  37
  PART
IV
 
 Item
15. Exhibits, Financial Statement Schedules.
 
 (a)          1.  Financial
Statements.  See Item 8. Index to Financial Statements.
 2.  Financial
Statement Schedules. Schedule II – Valuation and Qualifying
Accounts.
 3.  Exhibits – See Exhibit
Index attached hereto and incorporated by reference herein.
  38
  SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 INNODATA
      ISOGEN, INC.By
                /s/ Jack AbuhoffJack
      AbuhoffChairman
      of the Board,Chief
      Executive Officer and
President
  In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
 Signature
              
              Title
              
              Date/s/ Jack
Abuhoff
              
              Chairman
      of the Board,
              
              February
      10, 2010Jack
      Abuhoff
              
              Chief
      Executive Officer and President/s/ O’Neil
    Nalavadi
              
              Senior
      Vice President,
              
              February
      10, 2010O’Neil
      Nalavadi
              
              Chief
      Financial Officerand
      Principal Accounting Officer/s/ Todd
Solomon
              
              Director
              
              February
      10, 2010Todd
      Solomon/s/ Louise C.
      Forlenza
              
              Director
              
              February
      10, 2010Louise
      C. Forlenza/s/ John R.
      Marozsan
              
              Director
              
              February
      10, 2010John
      R. Marozsan/s/ Stewart R.
      Massey
              
              Director
              
              February
      10, 2010Stewart
      R. Massey/s/ Anthea C.
      Stratigos
              
              Director
              
              February
      10, 2010Anthea
      C. Stratigos
  39
  Item
8. Financial Statements.
 
 INNODATA
ISOGEN, INC. AND SUBSIDIARIES
 INDEX
TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS
 
 PAGEReports
      of Independent Registered Public Accounting Firms
                    F-2,
      F-3Consolidated
      Balance Sheets as of December 31, 2008 (Restated) and 2007
                    F-4Consolidated
      Statements of Operations for the years ended December 31,
    2008
                    F-5(Restated),
      2007 and 2006Consolidated
      Statements of Stockholders’ Equity for the years ended December 31, 2008
      (Restated), 2007 and 2006
                    F-6Consolidated
      Statements of Cash Flows for the years ended December 31,
    2008
                    F-7(Restated),
      2007 and 2006Notes
      to Consolidated Financial Statements (Restated)
                    F-8
  F-1





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





The
Board of Directors and Stockholders of Innodata Isogen, Inc.:





We have
audited the accompanying consolidated balance sheet of Innodata Isogen, Inc. and
Subsidiaries as of December 31, 2008 (restated), and the related consolidated
statements of operations, stockholders’ equity and cash flows for the year then
ended, as restated. Our audit of the basic financial statements included the
financial statement schedule listed in the index appearing under Item 15. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audit. The consolidated financial statements and financial
statement schedule as of December 31, 2007, and for the years ended December 31,
2007 and 2006, were audited by other auditors whose report dated March 11, 2008
expressed an unqualified opinion on those statements.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, the 2008 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Innodata Isogen,
Inc. and Subsidiaries as of December 31, 2008 as restated, and their results of
operations and cash flows for the year then ended as restated, in conformity
with accounting principles generally accepted in the United States of America.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.





As
discussed in Note 15 to the consolidated financial statements, the Company has
restated certain amounts in the consolidated financial statements from those
previously reported as of and for the year ended December 31, 2008.





We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), Innodata Isogen Inc. and Subsidiaries’ internal
control over financial reporting as of December 31, 2008 based on criteria
established in Internal Control – Integrated Framework issued by the Committee
of Sponsoring Organization of the Treadway Commission (COSO) and our report
dated March 9, 2009, except for the matter discussed in the fifth paragraph of
that report and the effects of the matter discussed in Note 15 to the restated
consolidated financial statements which are as of February 8, 2010, expressed an
adverse opinion thereon.





/s/ J.H.
Cohn LLP





Roseland,
New Jersey


March 9,
2009, except for the


effects
of the matter discussed in Note 15


to the
consolidated financial


statements
which is as of


February
8, 2010


F-2





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of
Directors and Stockholders of


Innodata
Isogen, Inc.





We have
audited the accompanying consolidated balance sheet of Innodata Isogen, Inc. and
subsidiaries (the “Company”) as of December 31, 2007, and the related
consolidated statements of operations, stockholders’ equity, and cash flows for
the years ended December 31, 2007 and 2006.  Our audits of the basic
financial statements included the financial statement schedule listed in the
index appearing under Item 15.  The Company’s management is
responsible for these financial statements and financial statement schedule. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Innodata Isogen, Inc. and
subsidiaries’ as of December 31, 2007, and the results of their operations and
their cash flows for the years ended December 31, 2007 and 2006 in conformity
with accounting principles generally accepted in the United States of America.
Also in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.





As
discussed in Note 6 to the consolidated financial statements, the Company has
adopted Statement of Financial Accounting Standards No. 158, “ Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans”, in
2006.





/s/ GRANT
THORNTON LLP





Edison,
New Jersey


March 11,
2008


F-3





INNODATA
ISOGEN, INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


DECEMBER
31, 2008 AND 2007


(in
thousands, except share data)





2008
                    
                    
                    2007As
      RestatedASSETSCurrent
      assets:Cash
      and cash equivalents
                    
                    $
                    13,875
                    
                    
                    $
                    14,751Accounts
      receivable-net of allowance for doubtful accounts of $466 and $127 at
      December 31, 2008 and 2007, respectively
                    
                    
                    14,017
                    
                    
                    
                    10,673Prepaid
      expenses and other current assets
                    
                    
                    2,246
                    
                    
                    
                    2,117Refundable
      income taxes
                    
                    
                    -
                    
                    
                    
                    453Deferred
      income taxes
                    
                    
                    3,189
                    
                    
                    
                    202Total
      current assets
                    
                    
                    33,327
                    
                    
                    
                    28,196Property
      and equipment, net
                    
                    
                    6,726
                    
                    
                    
                    7,160Other
      assets
                    
                    
                    2,825
                    
                    
                    
                    2,037Deferred
      income taxes
                    
                    
                    906
                    
                    
                    
                    381Goodwill
                    
                    
                    675
                    
                    
                    
                    675Total
      assets
                    
                    $
                    44,459
                    
                    
                    $
                    38,449LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
                    
                    $
                    1,053
                    
                    
                    $
                    1,973Accrued
      expenses
                    
                    
                    2,540
                    
                    
                    
                    2,227Accrued
      salaries, wages and related benefits
                    
                    
                    5,289
                    
                    
                    
                    5,244Income
      and other taxes
                    
                    
                    1,649
                    
                    
                    
                    2,053Current
      portion of long term obligations
                    
                    
                    915
                    
                    
                    
                    370Total
      current liabilities
                    
                    
                    11,446
                    
                    
                    
                    11,867Deferred
      income taxes
                    
                    
                    2,080
                    
                    
                    
                    1,224Long
      term obligations
                    
                    
                    1,671
                    
                    
                    
                    2,128Commitments
      and contingenciesSTOCKHOLDERS’
      EQUITY:Serial
      preferred stock; 5,000,000 shares authorized, none
    outstanding
                    
                    
                    -
                    
                    
                    
                    -Common
      stock, $.01 par value; 75,000,000 shares authorized; 24,907,000 issued
      and24,119,000
      outstanding at December 31, 2008; and 24,881,000 shares issued
      and24,699,000
      outstanding at December 31, 2007
                    
                    
                    249
                    
                    
                    
                    249Additional
      paid-in capital
                    
                    
                    16,614
                    
                    
                    
                    16,323Retained
      earnings
                    
                    
                    13,846
                    
                    
                    
                    7,188Accumulated
      other comprehensive income (loss)
                    
                    
                    742
                    
                    
                    
                    (211
                    )31,451
                    
                    
                    
                    23,549Less:
      treasury stock, 788,000 shares at December 31, 2008 and 182,000 shares at
      December 31, 2007, at cost
                    
                    
                    (2,189
                    )
                    
                    
                    (319
                    )Total
      stockholders’ equity
                    
                    
                    29,262
                    
                    
                    
                    23,230Total
      liabilities and stockholders’ equity
                    
                    $
                    44,459
                    
                    
                    $
                    38,449





See notes
to consolidated financial statements.


F-4


INNODATA
ISOGEN, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS


YEARS
ENDED DECEMBER 31, 2008, 2007 AND 2006


(In
thousands, except per share amounts)





2008
                
                
                2007
                
                
                2006As
      RestatedRevenues
                
                $
                75,001
                
                
                $
                67,731
                
                
                $
                40,953Operating
      costs and expensesDirect
      operating costs
                
                
                53,525
                
                
                
                48,581
                
                
                
                34,316Selling
      and administrative expenses
                
                
                16,134
                
                
                
                15,281
                
                
                
                14,71369,659
                
                
                
                63,862
                
                
                
                49,029Income
      (loss) from operations
                
                
                5,342
                
                
                
                3,869
                
                
                
                (8,076
                )Other
      (income) expensesInterest
      expense
                
                
                56
                
                
                
                33
                
                
                
                7Interest
      income
                
                
                (262
                )
                
                
                (678
                )
                
                
                (683
                )Income
      (loss) before benefit from income taxes
                
                
                5,548
                
                
                
                4,514
                
                
                
                (7,400
                )Benefit
      from income taxes
                
                
                (1,110
                )
                
                
                (52
                )
                
                
                (77
                )Net
      income (loss)
                
                $
                6,658
                
                
                $
                4,566
                
                
                $
                (7,323
                )Income
      (loss) per share:Basic:
                
                $
                .27
                
                
                $
                .19
                
                
                $
                (.30
                )Diluted:
                
                $
                .26
                
                
                $
                .18
                
                
                $
                (.30
                )Weighted
      average shares outstanding:Basic:
                
                
                24,390
                
                
                
                24,142
                
                
                
                24,021Diluted:
                
                
                25,137
                
                
                
                25,327
                
                
                
                24,021





See notes
to consolidated financial statements.


F-5


INNODATA
ISOGEN, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY


YEARS
ENDED DECEMBER 31, 2008 (As Restated), 2007 AND 2006


(In
thousands)





AccumulatedAdditional
                            
                            
                            
                            
                            
                            OtherCommon
      Stock
                            
                            
                            Paid-in
                            
                            
                            Retained
                            
                            
                            Comprehensive
                            
                            
                            TreasuryShares
                            
                            
                            Amount
                            
                            
                            Capital
                            
                            
                            Earnings
                            
                            
                            Income
      (Loss)
                            
                            
                            Stock
                            
                            
                            TotalJanuary
      1, 2006
                            
                            
                            23,669
                            
                            
                            $
                            237
                            
                            
                            $
                            16,632
                            
                            
                            $
                            9,945
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            $
                            26,814Net
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (7,323
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (7,323
                            )Issuance
      of common stock upon exercise of stock options
                            
                            
                            418
                            
                            
                            
                            4
                            
                            
                            
                            352
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            356Purchase
      of treasury stock
                            
                            
                            (182
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (319
                            )
                            
                            
                            (319
                            )Non-cash
      equity compensation
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            241
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            241Adjustment
      to initially apply FASB Statement 158,net of
    tax
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (760
                            )
                            
                            
                            -
                            
                            
                            
                            (760
                            )December
      31, 2006
                            
                            
                            23,905
                            
                            
                            
                            241
                            
                            
                            
                            17,225
                            
                            
                            
                            2,622
                            
                            
                            
                            (760
                            )
                            
                            
                            (319
                            )
                            
                            
                            19,009Net
      income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            4,566
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            4,566Issuance
      of common stock upon exercise of stock options
                            
                            
                            794
                            
                            
                            
                            8
                            
                            
                            
                            447
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            455Payment
      of minimum withholding taxes on net settlementof stock
      options
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (1,523
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (1,523
                            )Non-cash
      equity compensation
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            174
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            174Change
      in transitional projected benefit obligation, netof
      tax
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            549
                            
                            
                            
                            -
                            
                            
                            
                            549December
      31, 2007
                            
                            
                            24,699
                            
                            
                            
                            249
                            
                            
                            
                            16,323
                            
                            
                            
                            7,188
                            
                            
                            
                            (211
                            )
                            
                            
                            (319
                            )
                            
                            
                            23,230Net
      income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            6,658
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            6,658Issuance
      of common stock upon exercise of stock options
                            
                            
                            26
                            
                            
                            
                            -
                            
                            
                            
                            71
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            71Non-cash
      equity compensation
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            220
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            220Change
      in transitional projected benefit obligation, net of tax
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            953
                            
                            
                            
                            -
                            
                            
                            
                            953Purchase
      of treasury stock
                            
                            
                            (606
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (1,870
                            )
                            
                            
                            (1,870
                            )December
      31, 2008
                            
                            
                            24,119
                            
                            
                            $
                            249
                            
                            
                            $
                            16,614
                            
                            
                            $
                            13,846
                            
                            
                            $
                            742
                            
                            
                            $
                            (2,189
                            )
                            
                            $
                            29,262





See notes
to consolidated financial statements.


F-6


INNODATA
ISOGEN INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


YEARS
ENDED DECEMBER 31, 2008, 2007 AND 2006


(In
thousands)


2008
                  
                  
                  2007
                  
                  
                  2006As
      RestatedCash
      flow from operating activities:Net
      income (loss)
                  
                  $
                  6,658
                  
                  
                  $
                  4,566
                  
                  
                  $
                  (7,323
                  )Adjustments
      to reconcile net income (loss) to net cashprovided
      by (used in) operating activities:Depreciation
      and amortization
                  
                  
                  3,702
                  
                  
                  
                  3,156
                  
                  
                  
                  3,437Stock-based
      compensation
                  
                  
                  220
                  
                  
                  
                  174
                  
                  
                  
                  241Deferred
      income taxes
                  
                  
                  (2,656
                  )
                  
                  
                  (87
                  )
                  
                  
                  (222
                  )Pension
      cost
                  
                  
                  439
                  
                  
                  
                  667
                  
                  
                  
                  313Changes
      in operating assets and liabilities, net of acquisitions:Accounts
      receivable
                  
                  
                  (3,344
                  )
                  
                  
                  (4,189
                  )
                  
                  
                  685Prepaid
      expenses and other current assets
                  
                  
                  204
                  
                  
                  
                  (976
                  )
                  
                  
                  (665
                  )Refundable
      income taxes
                  
                  
                  453
                  
                  
                  
                  609
                  
                  
                  
                  153Other
      assets
                  
                  
                  (206
                  )
                  
                  
                  (147
                  )
                  
                  
                  (189
                  )Accounts
      payable
                  
                  
                  (920
                  )
                  
                  
                  986
                  
                  
                  
                  (542
                  )Accrued
      expenses
                  
                  
                  313
                  
                  
                  
                  258
                  
                  
                  
                  367Payment
      of minimum withholding taxes on net settlement of stock
      options
                  
                  
                  -
                  
                  
                  
                  (1,523
                  )
                  
                  
                  -Accrued
      salaries and wages
                  
                  
                  45
                  
                  
                  
                  1,745
                  
                  
                  
                  379Income
      and other taxes
                  
                  
                  (404
                  )
                  
                  
                  758
                  
                  
                  
                  (68
                  )Net
      cash provided by (used in) operating activities
                  
                  
                  4,504
                  
                  
                  
                  5,997
                  
                  
                  
                  (3,434
                  )Cash
      flows from investing activities:Capital
      expenditures
                  
                  
                  (2,452
                  )
                  
                  
                  (4,449
                  )
                  
                  
                  (2,329
                  )Net
      cash used in investing activities
                  
                  
                  (2,452
                  )
                  
                  
                  (4,449
                  )
                  
                  
                  (2,329
                  )Cash
      flows from  financing activities:Payment
      of long-term obligations
                  
                  
                  (1,129
                  )
                  
                  
                  (849
                  )
                  
                  
                  (736
                  )Proceeds
      from exercise of stock options
                  
                  
                  71
                  
                  
                  
                  455
                  
                  
                  
                  356Purchase
      of treasury stock
                  
                  
                  (1,870
                  )
                  
                  
                  -
                  
                  
                  
                  (319
                  )Net
      cash used in financing activities
                  
                  
                  (2,928
                  )
                  
                  
                  (394
                  )
                  
                  
                  (699
                  )(Decrease)
      Increase in cash and cash equivalents
                  
                  
                  (876
                  )
                  
                  
                  1,154
                  
                  
                  
                  (6,462
                  )Cash
      and cash equivalents, beginning of year
                  
                  
                  14,751
                  
                  
                  
                  13,597
                  
                  
                  
                  20,059Cash
      and cash equivalents, end of year
                  
                  $
                  13,875
                  
                  
                  $
                  14,751
                  
                  
                  $
                  13,597Supplemental
      disclosures of cash flow information:Cash
      paid for income taxes
                  
                  $
                  1,099
                  
                  
                  $
                  325
                  
                  
                  $
                  340Cash
      paid for interest
                  
                  $
                  56
                  
                  
                  $
                  33
                  
                  
                  $
                  7Non-cash
      investing and financing activities:Acquisition
      of equipment utilizing capital leases
                  
                  $
                  81
                  
                  
                  $
                  770
                  
                  
                  $
                  -Vendor
      financed software licenses acquired
                  
                  $
                  1,650
                  
                  
                  $
                  -
                  
                  
                  $
                  164





See notes
to consolidated financial statements


F-7




INNODATA
ISOGEN, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


1.
            Description
      of Business and Summary of Significant Accounting
  Policies





Description of
Business-Innodata Isogen, Inc. and subsidiaries (the “Company”), is
a leading provider of knowledge process outsourcing (KPO) services as well as
publishing and related information technology services that help organizations
create, manage and maintain their products. Our publishing services include
digitization, conversion, composition, data modeling and XML encoding, and KPO
services include research and analysis, authoring, copy-editing, abstracting,
indexing and other content creation activities. Our IT system professional
supports the design, implementation, integration and deployment of digital
systems used to author, manage and distribute content.





Principles of
Consolidation-The consolidated financial statements include the accounts
of Innodata Isogen, Inc. and its subsidiaries, all of which are wholly
owned.  All significant intercompany transactions and balances have
been eliminated in consolidation.





Use of Estimates-In preparing
financial statements in conformity with accounting principles generally accepted
in the United States of America, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Significant
estimates include those related to revenue recognition, allowance for doubtful
accounts and billing adjustments, long-lived assets, goodwill, valuation of
deferred tax assets, value of securities underlying stock-based compensation,
litigation accruals, pension benefits, valuation of derivative instruments and
estimated accruals for various tax exposures.





Revenue Recognition-Revenue is
recognized in the period in which services are performed and delivery has
occurred and when all the criteria of Staff Accounting Bulletin 104 have been
met.





The Company recognizes its IT
professional services revenues from custom application and systems integration
development which requires significant production, modification or customization
of software in a manner similar to SOP No. 81-1 “Accounting for Performance of
Construction-Type and Certain Production-Type
Contracts.”Revenue from such services billed under fixed fee
arrangements, which are not significant to the overall revenue, is recognized
using the percentage-of-completion method under contract accounting as services
are performed or output milestones are reached. The percentage completed is
measured either by the percentage of labor hours incurred to date in relation to
estimated total labor hours or in consideration of achievement of certain output
milestones, depending on the specific nature of each contract. For arrangements
in which percentage-of-completion accounting is used, the Company records cash
receipts from customers and billed amounts due from customers in excess of
recognized revenue as billings in excess of revenues earned on contracts in
progress (which is included in accounts receivable).  Revenues from
fixed-fee projects accounted for less than 10% of our total revenue for each of
the three years in the period ended December 31, 2008.  Revenue
billed on a time and materials basis is recognized as services are
performed.





Foreign Currency
Translation-The functional currency for the Company’s production
operations located in the Philippines, India and Sri Lanka is U.S.
dollars.  As such, transactions denominated in Philippine pesos,
Indian and Sri Lanka rupees were translated to U.S. dollars at rates which
approximate those in effect on transaction dates. Monetary assets and
liabilities denominated in foreign currencies at December 31, 2008 and 2007
were translated at the exchange rate in effect as of those dates. Nonmonetary
assets, liabilities, and stockholders’ equity are translated at the appropriate
historical rates. Included in direct operating costs are exchange (gains) losses
resulting from such transactions of approximately $(190,000), $925,000 and
$283,000 for the years ended December 31, 2008, 2007 and 2006,
respectively.




F-8




INNODATA
ISOGEN, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Derivative Instruments-The
Company accounts for its foreign exchange derivative instruments under Statement
of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative
Instruments and Hedging Activities” (“SFAS 133”), as amended. SFAS 133
requires that an entity recognize derivatives as either assets or liabilities on
the balance sheet and measure those instruments at fair value. The accounting
for changes in the fair value of a derivative depends on the intended use of the
derivative and the resulting designation.





The
Company has designated its derivative (foreign currency forward contracts) as
cash flow hedge based upon criteria established by SFAS No. 133. Accordingly,
the effective portion of the derivative’s gain or loss is initially reported as
a component of accumulated other comprehensive income or loss and is
subsequently reclassified to earnings when the hedge exposure affects earnings.
The Company formally documents all relationships between hedging instruments and
hedged items, as well as its risk management objective and strategy for
undertaking various hedging activities.





Cash Equivalents-For financial
statement purposes (including cash flows), the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents.





Property and
Equipment-Property and equipment are stated at cost and are depreciated
on the straight-line method over the estimated useful lives of the related
assets, which is generally two to five years.  Leasehold improvements
are amortized on a straight-line basis over the shorter of their estimated
useful lives or the lives of the leases. Certain assets under capital leases are
amortized over the lives of the respective leases or the estimated useful lives
of the assets, whichever is shorter.





Long-lived Assets-The Company
accounts for long-lived assets under SFAS No. 144, “Accounting for the Impairment or
Disposal of Long Lived Assets” (“SFAS 144”).  Management
assesses the recoverability of its long-lived assets, which consist primarily of
fixed assets and intangible assets with finite useful lives, whenever events or
changes in circumstance indicate that the carrying value may not be
recoverable.  The following factors, if present, may trigger an
impairment  review:  (i)  significant 
underperformance  relative  to  expected historical 
or  projected  future  operating  results; (ii) significant
negative industry  or  economic  trends; (iii) significant
decline in the Company’s stock price  for  a  sustained 
period;  and  (iv)  a  change  in the Company’s market
capitalization relative to net book value.  If the recoverability of
these assets is unlikely because of the existence of one or
more of the above-mentioned factors, an impairment analysis is performed
initially using a projected undiscounted cash flow method.  Management
must make assumptions regarding estimated future cash flows and other factors to
determine the fair value of these respective assets. If these estimates or
related assumptions change in the future, the Company may be required to record
an impairment charge. Impairment charges, which would be based on discounted
cash flows, would be included in  general  and 
administrative  expenses  in  the  Company’s 
statements  of operations,  and  would result in reduced carrying
amounts of the related assets on  the  Company’s  balance 
sheets.  No impairment charges were recorded in the three years ended
December 31, 2008.





Goodwill and Other Intangible
Assets-Goodwill represents the excess purchase price paid over the fair
value of net assets acquired.  Effective July 1, 2002, the Company
adopted SFAS No. 142, “Goodwill and Other Intangible
Assets”(“SFAS 142”).  Under SFAS 142, the Company tests its
goodwill on an annual basis using a two-step fair value based
test.  The first step of the goodwill impairment test, used to
identify potential impairment, compares the fair value of a reporting unit, with
its carrying amount, including goodwill.  If the carrying amount of
the reporting unit exceeds its fair value, the second step of the goodwill
impairment test must be performed to measure the amount of the impairment loss,
if any.  If impairment is determined, the Company will recognize
additional charges to operating expenses in the period in which they are
identified, which would result in a reduction of operating results and a
reduction in the amount of goodwill.




F-9




INNODATA
ISOGEN, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Prior to 2007, the Company’s operations
were classified into two operating segments: (1) content-related BPO services
and (2) IT professional services. These operating segments qualified as
reporting units under SFAS 142. In 2007, the Company commenced a reorganization
of its management and operating structure. In this reorganization, management
merged the content-related BPO and KPO services and IT professional services
segments (Refer Note 11 to consolidated financial statements). The Company's
current operating segment structure reflects the way the chief operating
decision maker looks at the overall Company to evaluate performance and makes
executive decisions (including the allocation of resources) about the business.
With this reorganization, the Company no longer has two reporting units and two
operating segments, but consists of one business that generates revenues and
expenses. Thus, the entire goodwill is allocated to the consolidated company for
the purposes of goodwill impairment test.





In the annual impairment test conducted
by the Company on September 30, 2008, 2007 and 2006 the estimated fair values of
the reporting unit exceeded its carrying amount, including
goodwill.  As such, no impairment was identified or
recorded.





Income Taxes-Deferred taxes
are determined based on the difference between the financial statement and tax
bases of assets and liabilities, using enacted tax rates, as well as any net
operating loss or tax credit carryforwards expected to reduce taxes payable in
future years.  A valuation allowance is provided when it is more
likely than not that all or some portion of the deferred tax assets will not be
realized. While the Company considers future taxable income in assessing the
need for the valuation allowance, in the event that the Company would determine
that it would be able to realize the deferred tax assets in the future in excess
of its net recorded amount, an adjustment to the deferred tax assets would
increase income in the period such determination was made. Change in valuation
allowance from period to period is included in the Company’s tax provision in
the period of change. The Company has recorded a deferred tax liability on
approximately $5.1 million of foreign earnings, which represents a portion of
foreign profits earned prior to 2002. Beginning in 2002, unremitted earnings of
foreign subsidiaries have been included in the consolidated financial statements
without giving effect to the United States taxes that may be payable on
distribution to the United States because such earnings are not anticipated to
be remitted to the United States.





The
Company adopted Financial Accounting Standards Board (“FASB”) Interpretation
No. 48 (“FIN 48”) “Accounting for Uncertainty in Income
Taxes” on January 1, 2007. The adoption of FIN 48 did not have an effect
on the results of operations or financial position of the Company. The Company
recognizes interest and penalties related to uncertain tax positions in income
tax expense in the consolidated statement of operations.





Accounting for Stock-Based
Compensation–
Effective January 1, 2006, the Company adopted the fair value recognition
provisions of SFAS No. 123 (Revised 2004) Share-Based Payment(“SFAS
123(R)”), which required the measurement and recognition of stock-based
compensation expense for all share-based payment awards made to employees and
directors based on estimated fair value at the grant date. The stock-based
compensation expense is recognized over the requisite service period. The fair
value is determined using the Black-Scholes option-pricing model.





The stock-based compensation expense
related to the Company’s various stock option plans was allocated as follows (in
thousands):





Years
      Ended December 31,2008
                            
                            
                            2007
                            
                            
                            2006Direct
      operating costs
                            
                            $
                            46
                            
                            
                            $
                            74
                            
                            
                            $
                            80Selling
      and adminstrative expenses
                            
                            
                            174
                            
                            
                            
                            100
                            
                            
                            
                            161Total
      stock-based compensation
                            
                            $
                            220
                            
                            
                            $
                            174
                            
                            
                            $
                            241




F-10




INNODATA
ISOGEN, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Fair Value of Financial
Instruments-The carrying amounts of financial instruments, including cash
and cash equivalents, accounts receivable and accounts payable, accrued expenses
and other current assets and liabilities approximated fair value as of December
31, 2008 and 2007 because of the relative short maturity of these
instruments.  The carrying amounts of long term obligations
approximate their fair value as of December 31, 2008 and 2007 based upon rates
currently available to the Company.





Effective
January 1, 2008, the Company adopted SFAS 157 for financial assets and
liabilities except as it applies to the non financial assets and non financial
liabilities subject to FSP 157-2. The adoption of SFAS 157 did not have an
impact on the Company’s consolidated financial position and consolidated results
of operations or liquidity. SFAS 157 establishes a fair value hierarchy that
prioritizes the inputs used to measure fair value into three levels. The three
levels are defined as follows:





·
              Level 1: Unadjusted
      quoted price in active market for identical assets and
      liabilities.


·
              Level 2: Observable
      inputs other than those included in Level
1.


·
              Level 3: Unobservable
      inputs reflecting management’s own assumptions about the inputs used in
      pricing the asset or
liability.





SFAS 157
does not require any new fair value measurements; however, it eliminates
inconsistencies in the guidance provided in previous accounting pronouncements.
The Company records foreign currency forward contracts in accordance with SFAS
133. As of December 31, 2008, there were no outstanding foreign currency forward
contracts.





Accounts Receivable-The
majority of the Company’s accounts receivable are due from secondary publishers
and information providers.  The Company establishes credit terms for
new clients based upon management’s review of their credit information and
project terms, and performs ongoing credit evaluations of its customers,
adjusting credit terms when management believes appropriate based upon payment
history and an assessment of their current credit worthiness.  The
Company records an allowance for doubtful accounts for estimated losses
resulting from the inability of its clients to make required
payments.  The Company determines its allowance by considering a
number of factors, including the length of time trade accounts receivable are
past due (accounts outstanding longer than the payment terms are considered past
due), the Company’s previous loss history, the client’s current ability to pay
its obligation to the Company, and the condition of the general economy and the
industry as a whole.  While credit losses have generally been within
expectations and the provisions established, the Company cannot guarantee that
credit loss rates in the future will be consistent with those experienced in the
past.  In addition, there is credit exposure if the financial
condition of one of the Company’s major clients were to
deteriorate.  In the event that the financial condition of the
Company’s clients were to deteriorate, resulting in an impairment of their
ability to make payments, additional allowances may be necessary.





Concentration of Credit
Risk-The Company maintains its cash with high quality financial
institutions, located primarily in the United States.  To the extent
that such cash exceeds the maximum insurance levels, the Company is
uninsured.  The Company has not experienced any losses in such
accounts.





Income (Loss)per Share- Basic income
(loss) per share is computed using the weighted-average number of common shares
outstanding during the year. Diluted income (loss) per share is computed by
considering the impact of the potential issuance of common shares, using the
treasury stock method, on the weighted average number of shares outstanding. As
the Company was in a net loss position for the year ended December 31, 2006, the
potential common shares derived from stock options were excluded from the
calculation of diluted income (loss) per share as these shares would have had an
anti-dilutive effect.





Development Costs for
Software-Costs for the development of new software to be sold, leased, or
otherwise marketed as a separate product or as part of a product or process, and
substantial enhancements to such existing software products, are expensed as
research and development costs as incurred until technological feasibility has
been established, at which time any additional development costs are capitalized
until the product is available for general release to customers.  All other
research and development costs are expensed as incurred.


F-11


INNODATA
ISOGEN, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


No software development costs were
capitalized during each of the three years in the period ended December 31,
2008.  The Company did not incur any research and development costs in 2008
and 2007. Included in selling and administrative expense are research and
development costs totaling approximately $922,000 for the year ended December
31, 2006.





Pension-The Company records
annual pension costs based on calculations, which include various actuarial
assumptions including discount rates, compensation increases and other
assumptions involving demographic factors. The Company reviews its actuarial
assumptions on an annual basis and makes modifications to the assumptions based
on current rates and trends. The Company believes that the assumptions used in
recording its pension obligations are reasonable based on its experience, market
conditions and inputs from its actuaries.





Deferred revenue-Deferred
revenue represents payments received from customers in advance of providing
services and amounts deferred if conditions for revenue recognition have not
been met. Included in accrued expenses on the accompanying consolidated balance
sheets as of December 31, 2008 and 2007 is deferred revenue amounting to
$1,296,000 and $863,000, respectively.





Reclassifications-Certain
reclassifications have been made to the prior years’ consolidated financial
statements to conform to the current year’s presentation.





Recent
Accounting Pronouncements





Effective
January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”), for financial assets and liabilities carried at fair value. This
pronouncement defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements. The Company’s
adoption of SFAS 157 did not have a material effect on the Company’s
consolidated financial statements for financial assets and liabilities and any
other assets and liabilities carried at fair value. In accordance with FASB
Staff Position No. FAS 157-2 (“FSP 157-2”), the Company elected to defer until
January 1, 2009 the adoption of SFAS 157 for all non-financial assets and
liabilities that are not recognized or disclosed at fair value in the
consolidated financial statements. The Company does not believe that the
adoption of SFAS 157-2 will have a material impact on our consolidated financial
statements. In October 2008, the Financial Accounting Standards Board (“FASB”)
issued FASB Staff Position No. FAS 157-3, “Determining the Fair Value of a
Financial Asset in a Market That Is Not Active” (“FSP 157-3”), which
clarifies the application of SFAS 157 when the market for a financial asset
is inactive. The guidance in FSP 157-3 was effective upon issuance and did
not have a material effect on the Company’s consolidated financial
statements.





Effective
January 1, 2008, the Company adopted SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities” (“SFAS 159”), which expands
opportunities to use fair value measurements in financial reporting and permits
entities to choose to measure many financial instruments and certain other items
at fair value. Under SFAS 159, entities that elect the fair value option (by
instrument) will report unrealized gains and losses in earnings at each
subsequent reporting date. The fair value option election is irrevocable, unless
a new election date occurs. The Company chose not to elect the fair value option
for its financial assets and liabilities existing at January 1, 2008, and
did not elect the fair value option on financial assets and liabilities
transacted in 2008. Therefore, the adoption of SFAS 159 had no impact on the
Company’s consolidated financial statements.





In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”(“SFAS 141(R)”), which replaces SFAS No. 141. SFAS No. 141(R) establishes
principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
any non-controlling interest in the acquiree and the goodwill acquired. The
Statement also establishes disclosure requirements which will enable users to
evaluate the nature and financial effects of the business combination. SFAS
141(R) is effective for fiscal years beginning after December 15, 2008. The
adoption of SFAS 141(R) will have an impact on accounting for future business
combinations, but the effect is dependent upon acquisitions at that
time.


F-12


INNODATA
ISOGEN, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB
No. 51(“SFAS 160”). SFAS 160 requires entities
to report noncontrolling (minority) interests as a component of shareholders’
equity on the balance sheet; include all earnings of a consolidated subsidiary
in consolidated results of operations; and treat all transactions between an
entity and noncontrolling interest as equity transactions between the parties.
SFAS 160 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008. Earlier adoption is
prohibited. SFAS 160 must be applied prospectively as of the beginning of the
fiscal year in which SFAS 160 is initially applied, except for the presentation
and disclosure requirements. The presentation and disclosure requirements are
applied retroactively for all periods presented. The Company does not have a
noncontrolling interest in one or more subsidiaries. Accordingly, the Company
does not anticipate that the initial application of SFAS 160 will have an impact
on the Company’s consolidated financial statements.





In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement
No. 133”  (“SFAS 161”), which amends and expands the
disclosure requirements of SFAS 133 to require qualitative disclosure about
objectives and strategies for using derivatives, quantitative disclosures about
fair value amounts of and gains and losses on derivative instruments, and
disclosures about credit-risk-related contingent features in derivative
agreements. SFAS 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application encouraged. The Company is currently evaluating the impact of
adopting SFAS 161 on its consolidated financial statements.





In April
2008, the FASB issued FASB Staff Position No. 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors that
should be considered in developing assumptions about renewal or extension used
in estimating the useful life of a recognized intangible asset under SFAS No.
142. This standard is intended to improve the consistency between the useful
life of a recognized intangible asset under SFAS 142 and the period of expected
cash flows used to measure the fair value of the asset under SFAS 141(R)
(revised 2007), “Business
Combinations”  and other generally accepted accounting
principles. FSP 142-3 is effective for financial statements issued for fiscal
years beginning after December 15, 2008. The measurement provisions of this
standard will apply only to intangible assets of the Company acquired after the
effective date.





2.
            Property
      and equipment





Property and equipment, which include
amounts recorded under capital leases, are stated at cost less accumulated
depreciation and amortization (in thousands), and consist of the
following:





December 31,2008
                      
                      
                      2007Equipment
                      
                      $
                      18,831
                      
                      
                      $
                      18,648Software
                      
                      
                      3,671
                      
                      
                      
                      3,293Furniture
      and office equipment
                      
                      
                      1,878
                      
                      
                      
                      1,672Leasehold
      improvements
                      
                      
                      4,149
                      
                      
                      
                      3,550Total
                      
                      
                      28,529
                      
                      
                      
                      27,163Less
      accumulated depreciation and amortization
                      
                      
                      (21,803
                      )
                      
                      
                      (20,003
                      )$
                      6,726
                      
                      
                      $
                      7,160




F-13




INNODATA
ISOGEN, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Depreciation and amortization expense
of property and equipment was approximately $3,129,000, $2,622,000 and
$2,750,000 for each of the three years in the period ended December 31,
2008.





At December 31, 2008 and 2007,
equipment under capital leases had a gross cost of approximately $1,562,000 and
$1,481,000, respectively. Amortization of assets under capital leases is
included under depreciation expense.





3.
            Income
      taxes





The significant components of the
provision for (benefit from) income taxes for each of the three years in the
period ended December 31, 2008 (in thousands) are as follows:





2008
                  
                  
                  2007
                  
                  
                  2006As
      RestatedCurrent
      income tax expense:Foreign
                  
                  $
                  1,531
                  
                  
                  $
                  441
                  
                  
                  $
                  191Federal
                  
                  
                  72
                  
                  
                  
                  (359
                  )
                  
                  
                  (35
                  )State
      and local
                  
                  
                  20
                  
                  
                  
                  (54
                  )
                  
                  
                  (11
                  )1,623
                  
                  
                  
                  28
                  
                  
                  
                  145Deferred
      income tax benefit:Foreign
                  
                  $
                  (342
                  )
                  
                  $
                  (103
                  )
                  
                  $
                  (222
                  )Federal
                  
                  
                  (1,839
                  )
                  
                  
                  31
                  
                  
                  
                  -State
      and local
                  
                  
                  (552
                  )
                  
                  
                  (8
                  )
                  
                  
                  -$
                  (2,733
                  )
                  
                  $
                  (80
                  )
                  
                  $
                  (222
                  )Benefit
      from income taxes
                  
                  $
                  (1,110
                  )
                  
                  $
                  (52
                  )
                  
                  $
                  (77
                  )





The
reconciliation of the U.S. statutory rate with the Company’s effective tax rate
for each of the three years ended December 31 is summarized as
follows:





2008
                      
                      
                      2007
                      
                      
                      2006As
      RestatedFederal
      statutory rate
                      
                      
                      34.0
                      %
                      
                      
                      34.0
                      %
                      
                      
                      (34.0
                      )%Effect
      of:State
      income taxes (net of federal tax benefit)
                      
                      
                      6.3
                      
                      
                      
                      (11.3
                      )
                      
                      
                      -Taxes
      on foreign income at rates that differ from US statutory
    rate
                      
                      
                      6.9
                      
                      
                      
                      (2.5
                      )
                      
                      
                      (6.4
                      )Change
      in valuation allowance on deferred tax assets
                      
                      
                      (68.2
                      )
                      
                      
                      (4.8
                      )
                      
                      
                      39.1IRS
      refund for foreign subsidiaries
                      
                      
                      -
                      
                      
                      
                      (8.7
                      )
                      
                      
                      -Other
                      
                      
                      1.0
                      
                      
                      
                      (7.8
                      )
                      
                      
                      0.3Effective
      rate
                      
                      
                      (20.0
                      )%
                      
                      
                      (1.1
                      )%
                      
                      
                      (1.0
                      )%





No tax benefits related to stock option
exercises was recorded for each of the three years in the period ended
December 31, 2008 due to net operating loss
carryforwards.





F-14




INNODATA
ISOGEN, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Deferred tax assets and liabilities are
classified as current or non-current according to the classification of the
related asset or liability.  Significant components of the Company’s
deferred tax assets and liabilities as of December 31, are as follows (in
thousands):





2008
                      
                      
                      2007As
      RestatedDeferred
      income tax assets:Allowances
      not currently deductible
                      
                      $
                      267
                      
                      
                      $
                      88Depreciation
      and amortization
                      
                      
                      297
                      
                      
                      
                      95Equity
      compensation not currently deductible
                      
                      
                      265
                      
                      
                      
                      212Net
      operating loss carryforwards
                      
                      
                      2,455
                      
                      
                      
                      3,756Expenses
      not deductible until  paid
                      
                      
                      836
                      
                      
                      
                      885Other
                      
                      
                      43
                      
                      
                      
                      5Total
      gross deferred income tax assets before valuation
allowance
                      
                      
                      4,163
                      
                      
                      
                      5,041Valuation
      allowance
                      
                      
                      (68
                      )
                      
                      
                      (3,701
                      )Net
      deferred income tax assets
                      
                      
                      4,095
                      
                      
                      
                      1,340Deferred
      income tax liabilities:Foreign
      source income, not taxable until repatriated
                      
                      
                      (1,981
                      )
                      
                      
                      (1,981
                      )Other
                      
                      
                      (99
                      )
                      
                      
                      -Totals
                      
                      
                      (2,080
                      )
                      
                      
                      (1,981
                      )Net
      deferred asset (liability)
                      
                      $
                      2,015
                      
                      
                      $
                      (641
                      )Net
      deferred income tax asset-current
                      
                      $
                      3,189
                      
                      
                      $
                      202Net
      deferred income tax asset-long term
                      
                      
                      906
                      
                      
                      
                      381Net
      deferred income tax liability-non-current
                      
                      
                      (2,080
                      )
                      
                      
                      (1,224
                      )Net
      deferred income tax asset (liability)
                      
                      $
                      2,015
                      
                      
                      $
                      (641
                      )





In assessing the realization of
deferred tax assets, management considers whether it is more likely than not
that all or some portion of the deferred tax assets will not be
realizable.  The ultimate realization of the deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which temporary differences are deductible and net operating losses are
available. The Company considered many factors when assessing the likelihood of
future realization of the deferred tax assets, including the Company’s recent
cumulative earnings experience by taxing jurisdiction, expectation of future
taxable income, the carryforward periods available for tax reporting purposes,
and other relevant factors. Based upon the management’s assessment and the
available evidence, in 2008 the Company reversed the entire portion of the
valuation allowance previously recorded on the U.S. portion of deferred tax
assets resulting in a non-cash tax benefit amounting to $2.4 million. The
decline in valuation allowance in 2008 also resulted from the utilization of net
operating losses. The remaining valuation allowance at December 31, 2008
represents the portion the Company has established on deferred tax assets of its
foreign subsidiaries.





The Company
currently intends to remit to the United States approximately $5.1 million of
foreign earnings for which it has recorded a deferred tax liability. These
earnings represent a portion of its foreign profits earned prior to 2002.
Beginning in 2002, unremitted earnings of foreign subsidiaries have been
included in the consolidated financial statements without giving effect to the
United States taxes that may be payable on distribution to the United States
because such earnings are not anticipated to be remitted to the United States.
Undistributed
earnings of foreign subsidiaries amount to $9.5 million at December 31, 2008.
These earnings are considered to be indefinitely reinvested, and, accordingly,
no provision for U.S. Federal or state income taxes has been
made.


F-15


INNODATA
ISOGEN, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


The Company had established a valuation
allowance of approximately $3.7 million at December 31, 2007. The net
change in the total valuation allowance for the years ended December 31, 2008,
2007 and 2006 was a (decline) increase of $(3.7) million, $0.3 million and $3.2
million, respectively. In 2008 and 2007, the Company utilized $3.8 million and
$2.1 million of net operating loss carryforwards, respectively. The 2006
increase was offset by a reversal of a valuation allowance of approximately $0.4
million which has been recorded for one of the Company’s Indian
subsidiaries.





United States and foreign components of
income (loss) before income taxes for each of the three years ended December
31, (in thousands) are as follows:





2008
                    
                    
                    2007
                    
                    
                    2006United
      States
                    
                    $
                    3,455
                    
                    
                    $
                    2,750
                    
                    
                    $
                    (9,707
                    )Foreign
                    
                    
                    2,093
                    
                    
                    
                    1,764
                    
                    
                    
                    2,307Total
                    
                    $
                    5,548
                    
                    
                    $
                    4,514
                    
                    
                    $
                    (7,400
                    )





Certain of the Company’s foreign
subsidiaries are subject to tax holidays or preferential tax rates for years
ranging from 2008 to 2014, pursuant to which the income tax rate for these
subsidiaries is substantially reduced. The tax benefit for tax holidays was
approximately $378,000, $95,000 and $450,000 for each of the three years in the
period ended December 31, 2008.  The income tax holiday of one of
our Philippine subsidiaries will expire in May 2009 and that of one of our
Indian subsidiaries will expire in March 2009.





At December 31, 2008, the Company has
U.S. Federal and New Jersey state net operating loss carryforwards available of
approximately $7.9 million and $10.2 million, respectively. These net operating
loss carryforwards expire at various times through 2026.  Stock option
exercises resulted in tax deductions in excess of previously recorded benefits
based on the option value at the time of grant (a “windfall”). Although, these
benefits were reflected in the net operating losses, pursuant to SFAS 123R, the
additional tax benefit associated with the windfall is not recognized until the
deduction reduces the tax payable. Windfalls included in net operating losses
but not reflected in deferred tax assets as of December 31, 2008 and 2007 were
$1.8 million.





The Company adopted Financial
Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”)
“Accounting for Uncertainty in
Income Taxes” on January 1, 2007. The adoption of FIN 48 did not have an
effect on the results of operations or financial position of the
Company.





The Company had unrecognized tax
benefits of $840,000 and $740,000 at December 31, 2008 and 2007, respectively.
The portion of unrecognized tax benefits relating to interest and penalties were
$253,000 and $153,000 at December 31, 2008 and 2007, respectively. $664,000 and
$564,000 of our unrecognized tax benefits as of December 31, 2008 and 2007,
respectively, if recognized, would have an impact on the Company’s effective tax
rate.





The
following represents a roll forward of the Company’s unrecognized tax benefits
and associated interest for the year ended December 31, 2008 (amounts in
thousands):





Unrecognized tax
                                benefitsBalance
      - January 1, 2008
                              
                              $
                              740Interest
      accrual
                              
                              
                              100Balance
      – December 31, 2008
                              
                              $
                              840




F-16


INNODATA
ISOGEN, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


The Company is subject to U.S. federal
income tax as well as income tax in various states and foreign jurisdictions. In
the third quarter of 2007, the IRS completed the audit for the Company’s 2004
and 2005 income tax returns, which resulted in a decrease to the Company’s net
operating loss carryforward of approximately $70,000. The Company is no longer
subject to examination of federal and New Jersey taxing authorities for years
prior to 2006. Various foreign subsidiaries currently have open tax years
ranging from 2004 through 2007.





Pursuant
to an income tax audit by the Indian Bureau of Taxation in March 2006, one of
the Company’s Indian subsidiaries received a tax assessment approximating
$434,000, including interest through December 31, 2008, for the fiscal tax year
ended March 31, 2003. Management disagrees with the basis of the tax
assessment, and has filed an appeal against the assessment, which it will
contest vigorously. The Indian Bureau of Taxation has also completed an
audit of the Company’s Indian subsidiary’s income tax return for the fiscal tax
year ended March 31, 2004. The ultimate outcome was favorable, and
there was no tax assessment imposed for the fiscal tax year ended
March 31, 2004. In December 2008, the Company received a final tax
assessment from the India Bureau of Taxation for the fiscal year ended March 31,
2005 for which the Company has provided adequate tax provision, including
interest through December 31, 2008. Management disagrees with the basis of the
tax assessment, has filed an appeal against the assessment and will contest it
vigorously. In 2008, the Indian Bureau of Taxation has commenced an audit of the
subsidiary’s income tax return for the fiscal year ended 2006. The ultimate
outcome cannot be determined at this time.





4.
            Long
      term obligations





Total long-term obligations as of
December 31, 2008 and 2007 consist of the following:





2008
                
                
                2007Vendor
      obligationsCapital
      lease obligations (1)
                
                $
                453
                
                
                $
                659Deferred
      lease payments
                
                
                89
                
                
                
                131Microsoft
      license (2)
                
                
                1,100
                
                
                
                4Pension
      obligationsAccrued
      pension liability
                
                
                944
                
                
                
                1,7042,586
                
                
                
                2,498Less:
      Current portion of long-term obligations
                
                
                915
                
                
                
                370Total
                
                $
                1,671
                
                
                $
                2,128





(1)In 2007 and
2008, the Company financed the acquisition of certain computer and communication
equipment. The capital lease obligations bear interest at rates ranging from 6%
to 12% and are payable over two to three years.





(2)  In
March 2008, the Company renewed a vendor agreement, where the original agreement
had expired in February 2008, to acquire certain additional software licenses
and to receive support and subsequent software upgrades on these and other
currently owned software licenses through February 2011. Pursuant to this
agreement, the Company is obligated to pay $137,500 on a quarterly basis over
the term of the agreement. The total cost (in thousands) was allocated to the
following asset accounts in 2008:





Prepaid
      expenses and other current assets
                      
                      $
                      496Other
      assets
                      
                      
                      992Property
      and equipment
                      
                      
                      162$
                      1,650




F-17




INNODATA
ISOGEN, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Amortization
expense was approximately $573,000, $534,000 and $687,000 for each of the three
years in the period ended December 31, 2008.





The
future minimum lease payments required under the capital leases and the present
value of the net minimum lease payments as of December 31, 2008 are as follows
(in thousands):





2009
                          
                          $
                          3042010
                          
                          
                          1582011
                          
                          
                          27Total
      minimum lease payments
                          
                          
                          489Less:
      Amount representing interest
                          
                          
                          36Present
      value of net minimum lease payments
                          
                          
                          453Less:
      Current maturities of capital lease obligations
                          
                          
                          277Long-term
      capital lease obligations
                          
                          $
                          176





5.
            Commitments
      and contingencies





Line of Credit-The Company has
a $7.0 million line of credit pursuant to which it may borrow up to 80% of
eligible accounts receivable. Borrowings under the credit line bear interest at
the bank’s alternate base rate plus 1⁄2% or LIBOR plus 3%. The line, which expires
in June 2009, is collateralized by the Company’s accounts receivable. The
Company has no outstanding obligations under this credit line as of December 31,
2008. The Company plans on renewing the line of credit in the second quarter of
2009.





Leases-The Company is
obligated under various operating lease agreements for office and production
space. Certain agreements contain escalation clauses and requirements that the
Company pay taxes, insurance and maintenance costs. Company leases that include
escalated lease payments are expensed on a straight-line basis over the
non-cancelable base lease period in accordance with SFAS No. 13, “Accounting for Leases”(“SFAS
13").





Lease agreements for production space
in most overseas facilities, which expire through 2030, contain provisions
pursuant to which the Company may cancel the leases with a minimal notice
period, generally subject to forfeiture of security deposit. For each of the
three years in the period ended December 31, 2008, rent expense,
principally for office and production space, totaled approximately $3,037,000,
$2,575,000 and $2,163,000, respectively.





In addition, the Company leases certain
equipment under short-term operating lease agreements. For each of the three
years in the period ended December 31, 2008, rent expense for equipment
totaled approximately $70,000, $207,000 and $45,000, respectively.





Future minimum lease payments, by year
and in the aggregate, under non-cancelable operating leases with initial or
remaining terms of one year or more as of December 31, 2008 (in thousands) are
as follows:





Years Ending December 31,2009
                  
                  $
                  7872010
                  
                  
                  4642011
                  
                  
                  1612012
                  
                  
                  113Total
      minimum lease payments
                  
                  $
                  1,525




F-18




INNODATA
ISOGEN, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


In connection with the relocation of
the Company’s Dallas office, the lessor agreed to pay approximately $246,000 as
an incentive to terminate the lease prior to its contractual expiration
date.  In connection with this transaction, the Company recognized
income of approximately $246,000 in 2006 and this is included in selling and
administrative expenses.





Litigation–The Supreme Court of the
Republic of the Philippines has refused to review a decision of the Court of
Appeals in Manila against a Philippines subsidiary of the Company that is
inactive and has no material assets, and purportedly also against Innodata
Isogen, Inc., that orders the reinstatement of certain former employees of the
subsidiary to their former positions and payment of back wages and benefits that
aggregate approximately $7.5 million. Complainants have moved for execution of
this decision before the Department of Labor and Employment National Labor
Relations Commission, Republic of the Philippines, and the Department of Labor
and Employment Office of the Secretary of Labor and Employment, Republic of the
Philippines. Based on consultation with legal counsel, the Company believes that
recovery against the Company is nevertheless unlikely.





The
Company is also subject to various legal proceedings and claims which arise in
the ordinary course of business.





While
management currently believes that the ultimate outcome of these proceedings
will not have a material adverse effect on the Company’s financial position or
overall trends in results of operations, litigation is subject to inherent
uncertainties. Substantial recovery against the Company in the above referenced
Philippines actions could have a material adverse impact on the Company, and
unfavorable rulings or recoveries in the other proceedings could have a material
adverse impact on the operating results of the period in which the ruling or
recovery occurs. In addition, the Company’s estimate of potential impact on the
Company’s financial position or overall results of operations for the above
legal proceedings could change in the future.





Foreign Currency-The Company’s
production facilities are located in the Philippines, India, Sri Lanka and
Israel. To the extent that the currencies of these countries fluctuate, the
Company is subject to risks of changing costs of production after pricing is
established for certain customer projects.





Indemnifications-The Company
is obligated under certain circumstances to indemnify directors, certain
officers and employees against costs and liabilities incurred in actions or
threatened actions brought against such individual because such individuals
acted in the capacity of director and/or officer or fiduciary of the Company. In
addition, the Company has contracts with certain clients pursuant to whom the
Company has agreed to indemnify the client for certain specified and limited
claims. These indemnification obligations are in the ordinary course of business
and, in many cases; do not include a limit on potential maximum future payments.
As of December 31, 2008, the Company has not recorded a liability for any
obligations arising as a result of these indemnifications.





Liens-In connection with the
procurement of tax incentives at one of the Company’s foreign subsidiaries, the
foreign zoning authority was granted a first lien on the subsidiary’s property
and equipment. As of December 31, 2008, the net book value of the
property and equipment was $801,000.





F-19




INNODATA
ISOGEN, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


6.
            Pension
      benefits





U.S. Defined Contribution Pension
Plan -The Company has a defined contribution plan qualified under
Section 401(k) of the Internal Revenue Code, pursuant to which
substantially all of its U.S. employees are eligible to participate after
completing six months of service. Participants may elect to contribute a portion
of their compensation to the plan. Under the plan, the Company has the
discretion to match a portion of participants’contributions. The Company
intends to match approximately $122,000 to the plan for the year ended December
31, 2008.  For the years ended December 31, 2007 and 2006, the Company’s
matching contributions were approximately $123,000 and $131,000,
respectively.





Non-U.S. Pension benefits - In
September 2006, the FASB issued Statement No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans” - an amendment of FASB
Statements No. 87, 88, 106 and 132(R) (“SFAS 158”). SFAS 158 requires an
employer to recognize a net liability or asset and an offsetting adjustment to
accumulated other comprehensive income to report the funded status of defined
benefit pension and other postretirement benefit plans effective for the
Company’s year ended December 31, 2006. As required, the Company has
adopted this statement and applied it prospectively beginning with the Company’s
fiscal year-end December 31, 2006. The adoption resulted in recognition in 2006
of additional pension liabilities of $877,000, an increase of $117,000 to total
assets and a decrease to stockholders equity of $760,000.





Most of the non-U.S. subsidiaries
provide for government mandated defined pension benefits.  For certain
of these subsidiaries, vested eligible employees are provided a lump sum payment
upon retiring from the Company at a defined age.  The lump sum amount
is based on the salary and tenure as of retirement date. Other non-U.S
subsidiaries provide for a lump sum payment to vested employees on retirement,
death, incapacitation or termination of employment, based upon the salary and
tenure as of the date employment ceases. The liability for such defined benefit
obligations is determined and provided on the basis of actuarial valuations.
Pension expense for foreign subsidiaries totaled approximately $439,000,
$667,000 and $313,000 for each of the three years in the period ended
December 31, 2008.





The following table summarizes the
amounts recognized in accumulated other comprehensive income (loss), net of
taxes (in thousands):





Years
      Ended December 31,2008
                              
                              
                              2007
                              
                              
                              2006Amount
      recognized on adoption of SFAS 158
                              
                              $
                              —
                              
                              
                              $
                              —
                              
                              
                              $
                              (760
                              )Amortization
      of transition obligation
                              
                              
                              92
                              
                              
                              
                              83
                              
                              
                              
                              —Actuarial
      gain
                              
                              
                              861
                              
                              
                              
                              466
                              
                              
                              
                              —Total
                              
                              $
                              953
                              
                              
                              $
                              549
                              
                              
                              $
                              (760
                              )Amounts
      in accumulated other comprehensive income (loss) not yetreflected
      in net periodic benefit cost, net of taxes:Acturial
      gain
                              
                              $
                              1,327
                              
                              
                              $
                              466Transition
      obligation
                              
                              
                              (585
                              )
                              
                              
                              (677
                              )Total
                              
                              $
                              742
                              
                              
                              $
                              (211
                              )Amounts
      in accumulated other comprehensive income (loss) expected
    tobe
      amortized in 2009 net periodic benefit cost, net of taxes:Acturial
      gain
                              
                              $
                              97Transition
      obligation
                              
                              
                              (83
                              )Total
                              
                              $
                              14




F-20




INNODATA
ISOGEN, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





The following table sets out the status
of the non-U.S pension benefits and the amounts (in thousands) recognized in the
Company’s consolidated financial statements.





Benefit
Obligations:





Change
      in the Benefit Obligation:
                        
                        2008
                        
                        
                        2007
                        
                        
                        2006Projected
      benefit obligation at beginning of the year
                        
                        $
                        1,860
                        
                        
                        $
                        1,580
                        
                        
                        $
                        493Service
      cost
                        
                        
                        314
                        
                        
                        
                        404
                        
                        
                        
                        176Interest
      cost
                        
                        
                        151
                        
                        
                        
                        121
                        
                        
                        
                        68Actuarial
      loss (gain)
                        
                        
                        (1,022
                        )
                        
                        
                        (442
                        )
                        
                        
                        903Foreign
      currency exchange rate changes
                        
                        
                        (170
                        )
                        
                        
                        259
                        
                        
                        
                        26Benefits
      paid
                        
                        
                        (61
                        )
                        
                        
                        (62
                        )
                        
                        
                        (86
                        )Projected
      benefit obligation at end of year
                        
                        $
                        1,072
                        
                        
                        $
                        1,860
                        
                        
                        $
                        1,580





Components
of Net Periodic Pension Cost:




2008
                  
                  
                  2007
                  
                  
                  2006Service
      cost
                  
                  $
                  314
                  
                  
                  $
                  404
                  
                  
                  $
                  176Interest
      cost
                  
                  
                  151
                  
                  
                  
                  121
                  
                  
                  
                  68Actuarial
      loss (gain) recognized
                  
                  
                  (26
                  )
                  
                  
                  142
                  
                  
                  
                  69Net
      periodic pension cost
                  
                  $
                  439
                  
                  
                  $
                  667
                  
                  
                  $
                  313





The accumulated benefit obligation,
which represents benefits earned to date, was approximately $453,000 and
$395,000 at December 31, 2008 and 2007, respectively.





Actuarial assumptions for all non-U.S.
plans are described below.  The discount rates are used to measure the
year end benefit obligations and the earnings effects for the subsequent
year.





2008
                            
                            2007
                            
                            2006Discount
      rate
                            7.65%-12%
                            
                            8%-10%
                            
                            6.5%-10%Rate
      of increase in compensation levels
                            7%-10%
                            
                            10%-13%
                            
                            7%-10%





Estimated
Future Benefit Payments:





The following benefit payments (in
thousands), which reflect expected future service, as appropriate, are expected
to be paid:





Years Ending December 31,2009
                      
                      $
                      362010
                      
                      
                      452011
                      
                      
                      512011
                      
                      
                      552013
                      
                      
                      642014
      to 2018
                      
                      $
                      1,109




F-21




INNODATA
ISOGEN, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


7.
            Restructuring
      Charges





2008
Restructuring Plan





As part of the overall cost reduction
plan to reduce operating costs, in December 2008 the Company announced a
restructuring plan to reduce its global work force by approximately 260
employees, the majority of whom were based in Asia. Most employees were
terminated by December 31, 2008.





In connection with the restructuring,
the Company recorded a one-time charge of approximately $475,000 for severance
and other personnel-related expenses. As of December 31, 2008, the Company paid
$265,000 of the total restructuring charges. The remaining balance will be paid
during the first two quarters of 2009 and is included in accrued salaries, wages
and related benefits in the consolidated balance sheets.





2006
Restructuring Plan





In September 2006, the
Company initiated a restructuring plan as part of an overall cost
reduction plan to reduce operating costs and announced a worldwide workforce
reduction of slightly under 300 employees, the majority of whom were based in
Asia. The plan was substantially implemented by the end of 2006.





As a result, the Company recorded total
charges of $604,000 in 2006 associated with the restructuring plan. The 2006
charge consisted of $531,000 of employee severance costs and $73,000 of costs to
implement the plan. Of the total amount, $60,000 represents charges relating to
stock option modifications.





In connection with the restructuring,
the Company paid cash of $544,000 by fiscal 2007 and recognized costs amounting
to $60,000 for stock option modifications. The Company currently expects no
future costs to be incurred associated with the restructuring plan.





Relative to the 2006 restructuring, the
Company modified the expiration date of an option held by a departing officer to
purchase 100,000 shares of the Company’s common stock at an exercise price of
$2.59.  The option, which was scheduled to expire at a rate of 20,000
shares per year commencing on May 31, 2009, was modified wherein 20,000 shares
continue to expire on May 31, 2009, 20,000 shares continue to expire on
May 31, 2010 and the remaining 60,000 shares will expire on May 31,
2010.  The modification also provided that the option will survive the
termination of the officer’s employment with the Company.  The Company
recognized, as part of the restructuring cost, $60,000 related to the stock
option modification.





The restructuring charges were recorded
in the consolidated statements of operations and were allocated as follows (in
thousands):





December
      31,2008
                    
                    
                    2007
                    
                    
                    2006Cost
      of sales
                    
                    $
                    255
                    
                    
                    $
                    -
                    
                    
                    $
                    175Selling
      and administrative expenses
                    
                    
                    220
                    
                    
                    
                    -
                    
                    
                    
                    429Total
                    
                    $
                    475
                    
                    
                    $
                    -
                    
                    
                    $
                    604





8.
              Capital
      Stock





Common Stock -The Company is authorized to issue 75,000,000 shares of common
stock. Each share of common stock has one vote. Subject to preferences that may
be applicable to any outstanding shares of preferred stock, the holders of
common stock are entitled to receive ratably such dividends, if any, as may be
declared by the Board of Directors. No common stock dividends have been declared
to date.


F-22





INNODATA
ISOGEN, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Preferred Stock –The Company
is authorized to issue 5,000,000 shares of preferred stock.  The Board
of Directors is authorized to fix the terms, rights, preferences and limitations
of the preferred stock and to issue the preferred stock in series which differ
as to their relative terms, rights, preferences and limitations.





Stockholder Rights Plan -On
December 16, 2002, the Board of Directors adopted a Stockholder Rights Plan
(“Rights Plan”) in which one right (“Right”) was declared as a dividend for each
share of the Company’s common stock outstanding. The purpose of the plan is to
deter a hostile takeover of the Company. Each Right entitles its holders to
purchase, under certain conditions, one one-thousandth of a share of newly
authorized Series C Participating Preferred Stock (“Preferred Stock”), with
one one-thousandth of a share of Preferred Stock intended to be the economic and
voting equivalent of one share of the Company’s common stock. Rights will be
exercisable only if a person or group acquires beneficial ownership of 15% (25%
in the case of specified executive officers of the Company) or more of the
Company’s common stock or commences a tender or exchange offer, upon the
consummation of which such person or group would beneficially own such
percentage of the common stock. Upon such an event, the Rights enable dilution
of the acquiring person’s or group’s interest by providing that other holders of
the Company’s common stock may purchase, at an exercise price of $4.00, the
Company’s common stock having a market value of $8.00 based on the then market
price of the Company’s common stock, or at the discretion of the Board of
Directors, Preferred Stock, having double the value of such exercise price. The
Company will be entitled to redeem the Rights at $.001 per Right under certain
circumstances set forth in the Rights Plan. The Rights themselves have no voting
power and will expire on December 26, 2012, unless earlier exercised,
redeemed or exchanged.





Common Stock Reserved -As of
December 31, 2008, the Company had reserved for issuance approximately
4,009,000 shares of common stock pursuant to the Company’s stock option
plans.





Treasury Stock -In May 2008,
the Company announced that the Board of Directors authorized the repurchase of
up to $2.0 million of its common stock. There is no expiration date associated
with the program. As of December 31, 2008, the Company repurchased 606,000
shares of its common stock at a cost of approximately $1.9 million, and
approximately $0.1 million remains available for repurchase under the program.
This authorization replaced a prior authorization made in August
2006.





9.
              Stock
      Options





The Company adopted, with stockholder
approval, 1998, 2001, and 2002 Stock Option Plans (the “1998 Plan,” “2001 Plan,”
and “2002 Plan”, collectively the “Plans”) which provide for the granting of
options to purchase not more than an aggregate of 3,600,000, 900,000 and 950,000
shares of common stock, respectively, subject to adjustment under certain
circumstances. Such options may be incentive stock options (“ISOs”) within the
meaning of the Internal Revenue Code of 1986, as amended, or options that do not
qualify as ISOs (“Non-Qualified Options”).





The option exercise price per share may
not be less than the fair market value per share of common stock on the date of
grant (110% of such fair market value for an ISO, if the grantee owns stock
possessing more than 10% of the combined voting power of all classes of the
Company’s stock). Options may be granted under the Stock Option Plans to all
officers, directors, and employees of the Company and, in addition,
Non-Qualified Options may be granted to other parties who perform services for
the Company. The 1998 Plan expired on July 8, 2008. No options may be granted
under the 2001 Plan after May 31, 2011; and under the 2002 Plan after
June 30, 2012.


F-23


INNODATA
ISOGEN, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





The Plans may be amended from time to
time by the Board of Directors of the Company. However, the Board of Directors
may not, without stockholder approval, amend the Plans to increase the number of
shares of common stock which may be issued under the Plans (except upon changes
in capitalization as specified in the Plans), decrease the minimum exercise
price provided in the Plans or change the class of persons eligible to
participate in the Plans.





The fair value of stock options is
estimated on the date of grant using the Black-Scholes option pricing model. The
weighted average fair values of the options granted and weighted average
assumptions are as follows:





For
      the Years Ended December 31,2008
                  
                  
                  2007
                  
                  
                  2006
      (1)Weighted
      average fair value of options granted
                  
                  $
                  2.46
                  
                  
                  $
                  2.99
                  
                  
                  $
                  —Risk-free
      interest rate
                  
                  
                  3.61
                  %
                  
                  
                  4.61
                  %
                  
                  
                  —Expected
      life (years)
                  
                  
                  8.00
                  
                  
                  
                  8.00
                  
                  
                  
                  —Expected
      volatility factor
                  
                  
                  97
                  %
                  
                  
                  122
                  %
                  
                  
                  —Expected
      dividends
                  
                  None
                  
                  
                  None
                  
                  
                  
                  —





(1) There
were no options granted in 2006.





The Company estimates the risk-free
interest rate using the U.S. Treasury yield curve for periods equal to the
expected term of the options in effect at the time of grant. The expected term
of options granted is based on a combination of vesting schedules, term of the
options and historical experience. Expected volatility was based on historical
volatility of the Company’s common stock. The Company uses an expected dividend
yield of zero since it has never declared or paid any dividends on its capital
stock.





A summary of option activity under the
Plans as of December 31, 2008, and changes during the year then ended is
presented below:





Number of Shares
                        
                        
                        Weighted-Average
                          Exercise Price
                        
                        
                        Weighted-AverageRemaining
                          ContractualTerm (years)
                        
                        
                        Aggregate Intrinsic
                          ValueOutstanding
      as January 1, 2008
                        
                        
                        3,168,263
                        
                        
                        $
                        2.69Granted
                        
                        
                        112,000
                        
                        
                        
                        2.89Exercised
                        
                        
                        (26,318
                        )
                        
                        
                        2.69Forfeited/Expired
                        
                        
                        (80,834
                        )
                        
                        
                        3.53Outstanding
      as December 31, 2008
                        
                        
                        3,173,111
                        
                        
                        $
                        2.68
                        
                        
                        
                        4.76
                        
                        
                        $
                        686,068Exercisable
      at December 31, 2008
                        
                        
                        3,057,193
                        
                        
                        $
                        2.66
                        
                        
                        
                        4.59
                        
                        
                        $
                        686,068


The number and weighted-average
grant-date fair value of non-vested stock options is as follows:





Shares
                  
                  
                  Weighted Average
                    Grant-Date Fair ValueNon-vested
      January 1, 2008
                  
                  
                  78,928
                  
                  
                  $
                  3.56Granted
                  
                  
                  112,000
                  
                  
                  
                  2.46Forfeited
                  
                  
                  -
                  
                  
                  
                  -Vested
                  
                  
                  (75,010
                  )
                  
                  
                  2.73Non-vested
      December 31, 2008
                  
                  
                  115,918
                  
                  
                  $
                  3.03




F-24


INNODATA
ISOGEN, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





The total compensation cost related to
non-vested stock options not yet recognized as of December 31, 2008
totaled approximately $282,000.  These costs are expected to be
recognized over a weighted- average term of 3.18 years.





Because
of the Company’s net operating loss carryforwards, no tax benefits resulting
from the exercise of stock options have been recorded, thus there was no effect
on cash flows from operating or financing activities.





The total intrinsic value of options
exercised for each of the three years in the period ended
December 31, 2008 was approximately $88,000, $4,339,000 and
$1,131,000, respectively. The total fair value of stock options vested during
the year ended December 31, 2008 was approximately $205,000.





The stock options granted have a
maximum term of up to ten years and generally vest over a four year period. In
2005, the Company granted to officers and directors, fully vested options to
purchase 760,000 shares of the Company's common stock ("Option Shares") at an
exercise price of ranging between $3.00 and $3.46 per share. The options expire
on the earlier of (i) ten years after date of grant, (ii) 60 days after
employment ceases and (iii) 12 months following the termination of employment as
a result of his or her death or disability. Furthermore, no Option Shares may be
sold during the first year after the date of grant; no more than 25% of the
Option Shares may be sold during the second year after the date of grant; no
more than 50% of the Option Shares may be sold during the second and third years
after the date of grant, and no more than 75% of the Option Shares may be sold
during the second, third and fourth years after the date of grant. No
restrictions on sales apply after the fourth anniversary of the date of
grant.





On
September 12, 2007, the Company’s Chairman and CEO (the “CEO”) exercised
1,139,160 stock options at a total exercise price of $882,844. The CEO paid the
exercise price by surrendering to the Company 229,310 of the shares of common
stock he would have otherwise received on the option exercise. In addition, the
CEO surrendered 395,695 shares to the Company in consideration of the payment by
the Company on his behalf of $1,523,426 of the Company’s minimum withholding tax
requirement payable in respect of the option exercise. Because the payment value
attributable to the surrendered shares upon settlement does not exceed the fair
value of the option, no compensation cost was recognized at the date of
settlement. In connection with this transaction, the Company issued a net total
of 514,155 shares of common stock to the CEO.





10.  Comprehensive
income (loss)





The
components of comprehensive income (loss) are as follows (in
thousands):





December
      31,2008
                  
                  
                  2007
                  
                  
                  2006As
      RestatedNet
      income (loss)
                  
                  $
                  6,658
                  
                  
                  $
                  4,566
                  
                  
                  $
                  (7,323
                  )Pension
      liability adjustment
                  
                  
                  953
                  
                  
                  
                  549
                  
                  
                  
                  (760
                  )Comprehensive
      income (loss)
                  
                  $
                  7,611
                  
                  
                  $
                  5,115
                  
                  
                  $
                  (8,083
                  )





Accumulated
other comprehensive income (loss) as reflected in the consolidated balance
sheets consists of changes in transitional projected benefit obligation, net of
taxes.


F-25


INNODATA
ISOGEN, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





11.
              Segment
      reporting and concentrations





In 2007,
the Company commenced a reorganization of its management and operating
structure. Prior to 2007, the Company’s operations were classified into two
operating segments: (1) content-related BPO and KPO services and (2) IT
professional services.  In this reorganization, management merged the
content-related BPO services and IT professional services segments (ceasing to
monitor its operations by these two segments). With this reorganization, the
Company consists of one business that generates revenues and expenses. The
Company’s chief operating decision maker reviews the full operating results of
the entire Company at the consolidated level. Thus, the Company's current
operating segment structure reflects the way the chief operating decision maker
looks at the overall Company to evaluate performance and makes executive
decisions (including the allocation of resources) about the business. There is
no end to end responsibility or management other than at the consolidated level,
and discrete financial information is available at the consolidated level. Thus
the Company has had one operating segment since 2007.





The
Company’s services revenues are generated principally from its production
facilities located in the Philippines, India, Sri Lanka and
Israel.  The Company does not depend on revenues from sources internal
to the countries in which the Company operates; nevertheless, the Company is
subject to certain adverse economic and political risks relating to overseas
economies in general, such as inflation, currency fluctuations and regulatory
burdens.





Long-lived assets as of December 31,
2008 and 2007, respectively by geographic region are comprised of:





2008
                  
                  
                  2007(in
      thousands)United
      States
                  
                  $
                  1,372
                  
                  
                  $
                  1,643Foreign
      countries:Philippines
                  
                  
                  3,379
                  
                  
                  
                  3,785India
                  
                  
                  1,675
                  
                  
                  
                  1,886Sri
      Lanka
                  
                  
                  654
                  
                  
                  
                  509Israel
                  
                  
                  321
                  
                  
                  
                  12Total
      foreign
                  
                  
                  6,029
                  
                  
                  
                  6,192$
                  7,401
                  
                  
                  $
                  7,835





Four
clients generated approximately 57%, 61% and 54% of our total revenues in the
fiscal year ended December 31, 2008, 2007 and 2006, respectively. No other
client accounted for 10% or more of revenues during these periods. Further, in
the years ended December 31, 2008, 2007 and 2006, revenues to non-US
clients accounted for 21%, 23% and 37%, respectively, of the Company's
revenues.





Revenues
for each of the three years in the period ended December 31, by geographic
region (determined based upon customer’s domicile), are as follows:





2008
                  
                  
                  2007
                  
                  
                  2006(in
      thousands)United
      States
                  
                  $
                  59,042
                  
                  
                  $
                  52,017
                  
                  
                  $
                  25,951The
      Netherlands
                  
                  
                  7,564
                  
                  
                  
                  9,070
                  
                  
                  
                  10,200Other
      - principally Europe
                  
                  
                  8,395
                  
                  
                  
                  6,644
                  
                  
                  
                  4,802$
                  75,001
                  
                  
                  $
                  67,731
                  
                  
                  $
                  40,953




F-26


INNODATA
ISOGEN, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





A
significant amount of the Company's revenues are derived from clients in the
publishing industry. Accordingly, the Company's accounts receivable generally
include significant amounts due from such clients. In addition, as of
December 31, 2008, approximately 22% of the Company's accounts receivable
was from foreign (principally European) clients and 51% of accounts receivable
was due from two clients. As of December 31, 2007, approximately 18% of the
Company's accounts receivable was from foreign (principally European) clients
and 50% of accounts receivable was due from one client. No other clients
accounts for 10% or more of the receivables as of December 31, 2008 and
2007.





12.
              Income
      (Loss) per Share





2008
                      
                      
                      2007
                      
                      
                      2006As Restated(in
      thousands, except per share amounts)Net
      income (loss)
                      
                      $
                      6,658
                      
                      
                      $
                      4,566
                      
                      
                      $
                      (7,323
                      )Weighted
      average common shares outstanding
                      
                      
                      24,390
                      
                      
                      
                      24,142
                      
                      
                      
                      24,021Dilutive
      effect of outstanding options
                      
                      
                      747
                      
                      
                      
                      1,185
                      
                      
                      
                      -Adjusted
      for dilutive computation
                      
                      
                      25,137
                      
                      
                      
                      25,327
                      
                      
                      
                      24,021Basic
      income (loss) per share
                      
                      $
                      .27
                      
                      
                      $
                      .19
                      
                      
                      $
                      (.30
                      )Diluted
      income (loss) per share
                      
                      $
                      .26
                      
                      
                      $
                      .18
                      
                      
                      $
                      (.30
                      )





Basic income (loss) per share is
computed using the weighted-average number of common shares outstanding during
the year. Diluted income per share is computed by considering the impact of the
potential issuance of common shares, using the treasury stock method, on the
weighted average number of shares outstanding. Options to purchase 1.1 million
shares of common stock in 2008 and 2.8 million shares of common stock in 2006
were outstanding but not included in the computation of diluted income per share
because the options’ exercise price was greater than the average market price of
the common shares and therefore, the effect would have been antidilutive. All
options outstanding were included in the computation of diluted net income
(loss) per share in 2007 as the exercise price was lower than the average market
price.  In addition, diluted net loss per share does not include 0.8
million potential common shares derived from stock options for the year ended
December 31, 2006 because as a result of the Company incurring losses, their
effect would have been antidilutive.





13.
            Quarterly
      Financial Data (Unaudited)





The
quarterly results of operations are summarized below:





First
                              Quarter
                            
                            
                            Second
                              Quarter
                            
                            
                            Third
                              Quarter
                            
                            
                            Fourth
                              QuarterAs
      Restated(in
      thousands, except per share amounts)2008Revenues
                            
                            $
                            18,400
                            
                            
                            $
                            17,870
                            
                            
                            $
                            18,333
                            
                            
                            $
                            20,398Net
      income
                            
                            $
                            833
                            
                            
                            $
                            36
                            
                            
                            $
                            1,108
                            
                            
                            $
                            4,681Basic
      net income per share
                            
                            $
                            .03
                            
                            
                            $
                            -
                            
                            
                            $
                            .05
                            
                            
                            $
                            .19Diluted
      net income per share
                            
                            $
                            .03
                            
                            
                            $
                            -
                            
                            
                            $
                            .05
                            
                            
                            $
                            .192007Revenues
                            
                            $
                            12,729
                            
                            
                            $
                            16,347
                            
                            
                            $
                            18,138
                            
                            
                            $
                            20,517Net
      loss
                            
                            $
                            (643
                            )
                            
                            $
                            862
                            
                            
                            $
                            2,115
                            
                            
                            $
                            2,232Basic
      net loss per share
                            
                            $
                            (.03
                            )
                            
                            $
                            .04
                            
                            
                            $
                            .09
                            
                            
                            $
                            .09Diluted
      net loss per share
                            
                            $
                            (.03
                            )
                            
                            $
                            .03
                            
                            
                            $
                            .08
                            
                            
                            $
                            .09




F-27


INNODATA
ISOGEN, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





14.
            Financial
      Instruments





The
Company has a large portion of its operations in international markets that are
subject to foreign currency fluctuations. The most significant foreign currency
exposures occur when revenue and associated accounts receivable are collected in
one currency and expenses incurred in order to generate that revenue in another
currency. The Company’s primary exchange rate exposure relates to payroll, other
payroll costs and operating expenses in the Philippines and India.





To manage
its exposure to fluctuations in foreign currency exchange rates, the Company
entered into foreign currency forward contracts in 2008 and in 2007, authorized
under Company policies, with counterparties that are highly rated financial
institutions. The Company has utilized non-deliverable forward contracts
expiring within six months to reduce its foreign currency risk.





As of
December 31, 2008 and 2007, there were no outstanding foreign currency forward
contracts. Any increase or decrease in the fair value of the Company’s currency
exchange rate sensitive forward contracts is substantially offset by a
corresponding decrease or increase in the fair value of the hedged cash
flows.





For the
years ended December 31, 2008 and 2007, the Company realized losses of
approximately $1.1 million and gains of approximately $0.1 million arising on
settlement of foreign currency forward contracts. These losses are reflected as
a component of direct operating costs and were substantially offset by a
corresponding increase in the fair value of the hedged cash flows.





15.
            Restatement
      of Consolidated Financial
Statements




Subsequent
to filing the Company’s Annual Report on Form 10-K for the year ended December
31, 2008, the Company  determined that there were errors in the
computation of deferred tax assets and the related income tax
benefit.




In 2006
and 2007, the deferred tax asset and the valuation allowance erroneously
included losses generated by tax deductions that were taken by the Company on
exercise of stock options. The deferred tax asset and the valuation allowance
were also overstated as an incorrect state income tax rate was applied to the
state tax loss carryforwards for the calculation of the deferred tax asset.
Since the recorded deferred tax asset and the valuation allowance offset each
other in 2006 and 2007, the errors did not affect net income or reported asset
accounts in those years. In the fourth quarter of 2008, based on management’s
assessment that the deferred tax asset would more likely than not be realized,
management reversed the entire valuation allowance. Since the Company’s deferred
tax asset account and valuation allowance were both overstated, the reversal in
2008 of the valuation allowance resulted in the erroneous recognition of a
deferred tax asset and related tax benefit in 2008.




Accordingly,
the December 31, 2008 consolidated financial statements have been restated to
correct these errors. The effect of correcting these errors in the consolidated
financial statements was as follows (in thousands, except per share
amounts):


F-28


INNODATA
ISOGEN, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Consolidated
Balance Sheet at December 31, 2008:


As Reported
                
                
                Adjustment
                
                
                As RestatedDeferred
      income taxes
                
                $
                4,115
                
                
                $
                (926
                )
                
                $
                3,189Total
      current assets
                
                
                34,253
                
                
                
                (926
                )
                
                
                33,327Total
      assets
                
                
                45,385
                
                
                
                (926
                )
                
                
                44,459Retained
      earnings
                
                
                14,772
                
                
                
                (926
                )
                
                
                13,846Total
      stockholders' equity
                
                
                30,188
                
                
                
                (926
                )
                
                
                29,262Total
      liabilities and stockholders' equity
                
                
                45,385
                
                
                
                (926
                )
                
                
                44,459





Consolidated
Statement of Operations for the year ended December 31, 2008:


As Reported
                
                
                Adjustment
                
                
                As RestatedBenefit
      from income taxes
                
                $
                (2,036
                )
                
                $
                (926
                )
                
                $
                (1,110
                )Net
      income
                
                
                7,584
                
                
                
                (926
                )
                
                
                6,658Income
      per share – basic
                
                
                0.31
                
                
                
                (0.04
                )
                
                
                0.27Income
      per share – diluted
                
                
                0.30
                
                
                
                (0.04
                )
                
                
                0.26





Consolidated
Statement of Cash Flows for the year ended December 31, 2008:


As Reported
                
                
                Adjustment
                
                
                As RestatedNet
      income
                
                $
                7,584
                
                
                $
                (926
                )
                
                $
                6,658Deferred
      income taxes
                
                
                (3,582
                )
                
                
                (926
                )
                
                
                (2,656
                )




F-29




INNODATA
ISOGEN, INC. AND SUBSIDIARES


SCHEDULE
II - VALUATION AND QUALIFYING ACCOUNTS


(Dollars
in Thousands)





Activity
in the Company's allowance for doubtful accounts for the years ended December
31, 2008, 2007 and 2006 was as follows:





AdditionsCharged toBalance at
                      
                      
                      Costs and
                      
                      
                      Charged to
                      
                      
                      
                      
                      
                      Balance atPeriod
                      
                      Beginning of Period
                      
                      
                      Expenses
                      
                      
                      Other Accounts
                      
                      
                      Deductions
                      
                      
                      End of Period2008
                      
                      $
                      127
                      
                      
                      $
                      341
                      
                      
                      $
                      -
                      
                      
                      $
                      (2
                      )
                      
                      $
                      4662007
                      
                      $
                      70
                      
                      
                      $
                      108
                      
                      
                      $
                      -
                      
                      
                      $
                      (51
                      )
                      
                      $
                      1272006
                      
                      $
                      111
                      
                      
                      $
                      (9
                      )
                      
                      $
                      -
                      
                      
                      $
                      (32
                      )
                      
                      $
                      70









Exhibits
which are indicated as being included in previous filings are incorporated
herein by reference.





Exhibit
              
              Description
              
              Filed as Exhibit3.1
      (a)
              
              Restated
      Certificate of Incorporation filed on  April 29,
      1993
              
              Filed
      as Exhibit 3.1(a) to our Form 10-K for the year ended  December
      31, 20033.1
      (b)
              
              Certificate
      of Amendment of Certificate of  Incorporation of Innodata
      Corporation filed on March 1, 2001
              
              Filed
      as Exhibit 3.1(b) to our Form 10-K for the year ended December 31,
      20033.1
      (c)
              
              Certificate
      of Amendment of Certificate of  Incorporation of Innodata
      Corporation Filed on November 14, 2003
              
              Filed
      as Exhibit 3.1(c) to our Form 10-K for the year ended December 31,
      20033.2
              
              Form
      of Amended and Restated By-Laws
              
              Exhibit
      3.1 to Form 8-K dated December 16, 20023.3
              
              Form
      of Certificate of Designation of  Series C Participating
      Preferred Stock
              
              Filed
      as Exhibit A to Exhibit 4.1 to Form 8-K dated  December 16,
      20024.2
              
              Specimen
      of Common Stock certificate
              
              Exhibit
      4.2 to Form SB-2 Registration Statement No. 33-620124.3
              
              Form
      of Rights Agreement, dated as of   December 16, 2002
      between Innodata Corporation and American Stock Transfer and Trust Co.,
      as  Rights Agent
              
              Exhibit
      4.1 to Form 8-K dated December 16, 200210.1
              
              1994
      Stock Option Plan
              
              Exhibit
      A to Definitive Proxy dated August 9, 199410.2
              
              1993
      Stock Option Plan
              
              Exhibit
      10.4 to Form SB-2 Registration Statement No. 33-6201210.3
              
              Form
      of Indemnification Agreement  between us and our directors and
      one of our officers
              
              Exhibit
      10.3 to Form 10-K for the year ended December 31, 200210.4
              
              1994
      Disinterested Directors Stock Option Plan
              
              Exhibit
      B to Definitive Proxy dated August 9, 199410.5
              
              1995
      Stock Option Plan
              
              Exhibit
      A to Definitive Proxy dated August 10, 199510.6
              
              1996
      Stock Option Plan
              
              Exhibit
      A to Definitive Proxy dated November 7, 199610.7
              
              1998
      Stock Option Plan
              
              Exhibit
      A to Definitive Proxy dated November 5, 199810.8
              
              2001
      Stock Option Plan
              
              Exhibit
      A to Definitive Proxy dated June 29, 200110.9
              
              2002
      Stock Option Plan
              
              Exhibit
      A to Definitive Proxy dated September 3, 200210.10
              
              Employment
      Agreement dated as of  January 1, 2004 with George
      Kondrach
              
              Filed
      as Exhibit 10.10 to our Form 10-K for the year ended December 31,
      200310.11
              
              Letter
      Agreement dated as of August 9, 2004, by and between us and The Bank of
      New York
              
              Filed
      as Exhibit 10.2 to Form S-3 Registration statement  No.
      333-12184410.12
              
              Employment
      Agreement dated as of December 22,2005  22, 2005, by and between
      us and Steven L. Ford
              
              Exhibit
      10.1 to Form 8-K dated December 28, 200510.13
              
              Form
      of 2001 Stock Option Plan Grant Letter, dated December 22, 2005Employment
      Agreement dated as of December 22,2005  Dated December 22,
      2005
              
              Exhibit
      10.2 to Form 8-K dated December 28, 200510.14
              
              Form
      of 1995 Stock Option Agreement
              
              Exhibit
      10.4 to Form 8-K dated December 15, 200510.15
              
              Form
      of 1998 Stock Option Agreement for  Directors
              
              Exhibit
      10.5 to Form 8-K dated December 15, 200510.16
              
              Form
      of 1998 Stock Option Agreement for Officers
              
              Exhibit
      10.6 to Form 8-K dated December 15,
2005








10.17
              
              Form
      of 2001 Stock Option Agreement
              
              Exhibit
      10.7 to Form 8-K dated December 15, 200510.18
              
              Form
      of new vesting and lock-up agreement for each of Haig Bagerdjian, Louise
      Forlenza, John Marozsan and Todd Solomon
              
              Exhibit
      10.8 to Form 8-K dated December 15, 200510.19
              
              Form
      of new vesting and lock-up agreement for Jack Abuhoff
              
              Exhibit
      10.9 to Form 8-K dated December 15, 200510.20
              
              Form
      of new vesting and lock-up agreement for George Kondrach
              
              Exhibit
      10.10 to Form 8-K dated December 15, 200510.21
              
              Form
      of new vesting and lock-up agreement for Stephen Agress
              
              Exhibit
      10.11 to Form 8-K dated December 15, 200510.22
              
              Form
      of 2001 Stock Option Plan Grant Letter, dated December 31, 2005, for
      Messrs. Abuhoff, Agress and Kondrach
              
              Exhibit
      10.2 to Form 8-K dated January 5, 200610.23
              
              Form
      of 2001 Stock Option Plan Grant Letter, dated December 31, 2005, for
      Messrs. Bagerdjian and Marozsan and Ms. Forlenza
              
              Exhibit
      10.3 to Form 8-K dated January 5, 200610.24
              
              Transition
      Agreement Dated as of September 29, 2006 2006 with Stephen
      Agress
              
              Exhibit
      10.1 to Form 8-K dated October 3, 200610.25
              
              Form
      of Stock Option Modification Agreement with With Stephen
      Agress
              
              Exhibit
      10.2 to Form 8-K dated October 3, 200610.26
              
              Employment
      Agreement dated as of February 1, 2006 with Jack Abuhoff
              
              Exhibit
      10.2 to Form 8-K dated April 27, 200610.27
              
              Employment
      Agreement dated as of  January 1, 2007 with Ashok
      Mishra
              
              Exhibit
      10.1 to Form 10-Q for the quarter ended June 30,200710.28
              
              Innodata
      Isogen Incentive Compensation Plan
              
              Exhibit
      10.1 to Form 8-K dated February 13, 200810.29
              
              Form
      of 2002 Stock Option Plan Grant Letter, dated August 13, 2008, for Messrs.
      Bagerdjian, Marozsan and Woodward, and Ms. Forlenza
              
              Exhibit
      10.1 to Form 10-Q for the quarter ended September 30,
  200810.30
              
              Amended
      and Restated Employment Agreement dated as of December 24, 2008 with Jack
      S. Abuhoff
              
              Exhibit
      10.1 to Form 8-K dated December 30, 200816
              
              Letter
      of Grant Thornton regarding change in certifying
    accountant.
              
              Exhibit
      4.01 to Form 8-K dated September 12, 200821
              
              Significant
      subsidiaries of the registrant
              
              Filed
      herewith23
              
              Consent
      of J.H. Cohn LLP
              
              Filed
      herewith23.1
              
              Consent
      of Grant Thornton LLP
              
              Filed
      herewith31.1
              
              Certificate
      of Chief Executive Officer  pursuant to Section 302 of
      the  Sarbanes-Oxley Act of 2002
              
              Filed
      herewith31.2
              
              Certificate
      of Chief Financial Officer  pursuant to Section 302 of
      the  Sarbanes-Oxley Act of 2002.
              
              Filed
      herewith32.1
              
              Certification
      Pursuant to 18 U.S.C. Section  1350, as adopted pursuant to
      Section 906 of the  Sarbanes-Oxley Act of 2002.
              
              Filed
      herewith32.2
              
              Certification
      Pursuant to 18 U.S.C. Section  1350, as adopted pursuant to
      Section 906 of the  Sarbanes-Oxley Act of 2002.
              
              Filed
      herewith