8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
October 23, 2003

INFORMATION HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-14371	06-1518007
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2777 Summer Street, Suite 209, Stamford, CT  06905

(Address of principal executive offices)(Zip Code)

(203) 961-9106

(Registrant’s telephone number, including area code)

Item 7.FINANCIAL STATEMENTS AND EXHIBITS.

(a)Not applicable.

(b)Not applicable.

(c)Exhibits.

The following exhibit is part of this report:

Exhibit No.	Description
99.1*	Copy of the Company's press release, issued October 23, 2003.

*Exhibit 99.1 is being furnished to the Securities and Exchange Commission (“SEC”) pursuant to Item 12 and is not being filed with the SEC.  Therefore, this Exhibit 99.1 is not incorporated by reference into any of the Company’s other filings.

Item 12.RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 23, 2003, Information Holdings Inc. (the “Company”) issued a press release announcing the Company’s preliminary results for its quarter ended September 30, 2003.  A copy of this press release is attached hereto as Exhibit 99.1 to this Form 8-K.  This Form 8-K and Exhibit 99.1 hereto are furnished pursuant to Item 12 of Form 8-K and are therefore not considered “filed” with the SEC.

2

SIGNATURE

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

	INFORMATION HOLDINGS INC.
Date:  October 23, 2003
	By:	/s/  Vincent A. Chippari
		Name:	Vincent A. Chippari
		Title:	Executive Vice President and Chief
			Financial Officer

3

Exhibit No.	Description
99.1*	Copy of the Company’s press release, issued October 23, 2003.

*Exhibit 99.1 is being furnished to the SEC pursuant to Item 12 and is not being filed with the SEC.  Therefore, this exhibit is not incorporated by reference in any of the Company’s other SEC filings.

4

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

INFORMATION HOLDINGS REPORTS RESULTS FOR

THIRD QUARTER ENDED SEPTEMBER 30, 2003

Third Quarter EPS from Continuing Operations Increases to $0.04

Data Segment Reaches Quarterly Operating Income

of $3.8 Million and EBITDA of $6.0 Million

STAMFORD, CT, October 23, 2003 - Information Holdings Inc. (NYSE: IHI) today announced results for the quarter ended September 30, 2003.  Earnings per diluted common share (EPS) from continuing operations were $0.04 in the third quarter of 2003 compared to a net loss of $0.04 in the third quarter of 2002.  EPS including discontinued operations was $0.06 in the third quarter of 2003 compared to $0.00 in the third quarter of 2002.  Results for the third quarter of 2003 include severance charges equal to $0.02 per diluted common share, while results for the third quarter of 2002 include impairment charges equal to $0.09 per diluted common share.  IHI’s data segment (MicroPatent, Master Data Center and IDRAC) generated $3.8 million of operating income in the third quarter of 2003 and $6.0 million in EBITDA (earnings before interest, taxes, depreciation and amortization).

Third Quarter Results

Revenues for the third quarter of 2003 were $20.8 million, a decrease of 4% from the third quarter of 2002.  The data segment continued to show strong overall revenue growth of $2.0 million, or 16%, although revenues decreased in the software segment based on lower license and service revenues at Liquent and decreased license revenues at Transcender.

Gross profit margin for the third quarter of 2003 was 71.0%, compared to 72.0% in the comparable prior year period.  Increased gross margins in the data segment were offset by gross margin decreases in the software segment.  Income from operations increased $2.5 million to $0.7 million, compared to a loss of $1.8 million in the third quarter of 2002.  Income from

1

operations in the data segment increased to $3.8 million, compared to a loss from operations of $0.7 million in the prior year period, due to the impairment charge of $3.1 million recorded in the third quarter of 2002 and strong revenue growth.  Loss from operations increased in the software segment due primarily to decreased revenues and severance charges.

EBITDA was $3.9 million in the third quarter of 2003, compared to $1.8 million in the third quarter of 2002.  EBITDA in the third quarter of 2003 for the data segment was $6.0 million, an increase of 33% from the comparable prior year period excluding impairment charges.

The Company evaluates the earnings performance of its segments based primarily on EBITDA.  The Company believes that EBITDA is the most useful measure of business unit earnings because it more closely approximates the cash generating ability of each business compared to income from operations.  Income from operations includes charges for depreciation and amortization, the majority of which relate to amortization of intangible assets.  The Company generally does not incur capital expenditures to replace intangible assets within existing operations.  A reconciliation of income from operations to EBITDA is presented after the attached financial statements.

Commenting on the results, Mason Slaine, President & CEO said, “Our third quarter results include very strong results from our data businesses, which generated $6 million in EBITDA in the quarter, while software license sales remained soft.  During October we have begun to see improved license sales at Liquent and the first products from its new InSight product line will be introduced later this quarter.  Transcender is on track to release a series of new Microsoft Windows Server 2003 certification products over the next two months.  We expect to see continued excellent growth from our data segment going forward and improved license sales at Liquent and Transcender beginning in the current quarter.  With a current balance of cash and investments of approximately $145 million and no debt, we continue to evaluate numerous investment opportunities, including additional purchases of IHI stock and potential acquisitions.  We believe our business is well positioned to generate growth and we remain committed to increasing shareholder value.”

2

Information Holdings will broadcast its third quarter earnings conference call via the Internet on Friday, October 24, 2003 at 10:00 a.m. edt.  The broadcast can be accessed through the Company’s web site www.informationholdings.com.

About Information Holdings Inc.

Information Holdings Inc. is a leading provider of information products and services to intellectual property, life science and IT learning markets. IHI’s data segment, which includes MicroPatent®, Master Data Centerä and IDRAC, provides a broad array of databases, information products and complementary services for intellectual property and regulatory professionals.   IHI’s software segment, which includes Liquent and Transcender®, provides software and related services in the life science and IT learning markets.  Liquent is a leading provider of life science content assembly and publishing solutions, while Transcender is a leading online provider of IT certification test-preparation products.

                The statements in this press release that are not historical facts are forward-looking statements.  Forward-looking statements are typically statements that are preceded by, followed by or include the words “believes,” “plans,” “intends,” “will,” “expects,” “anticipates,” or similar expressions.  Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance.  These forward-looking statements involve risks and uncertainties that could render them materially different.  More information about factors that could potentially affect IHI’s financial results is included in IHI’s filings with the SEC its Annual Report on Form 10-K for the year ended December 31, 2002.  The forward-looking information in this release reflects management’s judgment only on the date of this press release.

(Financial Tables Follow)

For further information, contact:
Vincent A. Chippari                                                                            
Information Holdings Inc.                                                 
203-961-9208                                                                                        
vchippari@informationholdings.com

3

Information Holdings Inc.
Consolidated Statements of Operations
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share data)	2003			2002			2003			2002
Revenues	$	20,789		$	21,663		$	64,923		$	66,676
Cost of sales	6,033			6,068			19,156			17,835
Gross profit	14,756			15,595			45,767			48,841
Operating expenses:
Selling, general and administrative	10,928			10,804			32,533			30,993
Depreciation and amortization	3,092			3,533			9,207			10,582
Impairment of long-lived assets	—			3,063			—			3,063
Total operating expenses	14,020			17,400			41,740			44,638
Income (loss) from operations	736			(1,805		)	4,027			4,203
Other income (expense):
Interest income	544			228			1,411			746
Interest expense	(25		)	(87		)	(84		)	(264		)
Early termination of credit agreement	—			—			(575		)	—
Other (expense) income	(3		)	11			(3		)	8
Income (loss) from continuing operations before income taxes	1,252			(1,653		)	4,776			4,693
Provision for (benefit from) income taxes	488			(674		)	1,729			1,646
Income (loss) from continuing operations	764			(979		)	3,047			3,047
Income from discontinued operations,  net of income taxes	388			912			29,971			2,768
Net income (loss)	$	1,152		$	(67	)	$	33,018		$	5,815
Net income (loss) per basic common share:
Continuing operations	$	0.04		$	(0.04	)	$	0.14		$	0.14
Discontinued operations	0.02			0.04			1.42			0.13
Net income	$	0.06		$	0.00		$	1.56		$	0.27
Net income (loss) per diluted common share:
Continuing operations	$	0.04		$	(0.04	)	$	0.14		$	0.14
Discontinued operations	0.02			0.04			1.41			0.13
Net income	$	0.06		$	0.00		$	1.56		$	0.27

4

Information Holdings Inc.
Consolidated Balance Sheets
(in thousands)

	September 30, 2003			December 31, 2002
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	45,046		$	53,910
Investments	12,361			13,056
Accounts receivable, net	27,107			29,375
Prepaid expenses and other current assets	4,285			3,940
Current portion of deferred income taxes	4,067			4,589
Assets of discontinued operations	—			59,653
Total current assets	92,866			164,523
Investments	87,470			—
Property and equipment, net	4,573			5,837
Identified intangible assets, net	66,315			72,309
Goodwill	83,140			83,099
Other assets	4,140			3,233
Total assets	$	338,504		$	329,001
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	26,542		$	26,224
Accrued expenses	11,299			11,098
Accrued income taxes	8,413			2,794
Deferred subscription revenue	17,791			21,129
Liabilities of discontinued operations	—			17,891
Total current liabilities	64,045			79,136
Other long-term liabilities	—			125
Total liabilities	64,045			79,261
Stockholders’ equity:
Preferred stock	$	—		$	—
Common stock	219			218
Additional paid in capital	247,923			247,026
Retained earnings	40,115			7,097
Treasury stock	(14,723		)	(5,227		)
Accumulated other comprehensive income	925			626
Total stockholders’ equity	274,459			249,740
Total liabilities and stockholders’ equity	$	338,504		$	329,001

5

Information Holdings Inc.
Reconciliation of Income from Operations to EBITDA

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2003			2002			2003			2002
Data Segment
Income (loss) from operations	$	3,831		$	(667	)	$	10,824		$	5,255
Amortization of capitalized software	2			17			11			17
Depreciation	719			650			2,062			1,908
Amortization of intangible assets	1,414			1,429			4,247			4,190
Other expense	(9		)	—			(27		)	—
EBITDA	5,957			1,429			17,117			11,370
Software Segment
(Loss) income from operations	(2,104		)	(40		)	(2,936		)	2,328
Amortization of capitalized software	75			61			217			61
Depreciation	372			437			1,116			1,431
Amortization of intangible assets	582			998			1,748			2,994
Other income	6			11			24			11
EBITDA	(1,069		)	1,467			169			6,825
Other
Loss from operations	(991		)	(1,098		)	(3,861		)	(3,380		)
Depreciation	5			19			34			59
Early termination of credit agreement	—			—			(575		)	—
Other expense	—			—			—			(3		)
EBITDA	(986		)	(1,079		)	(4,402		)	(3,324		)
Consolidated
Income (loss) from operations	736			(1,805		)	4,027			4,203
Amortization of capitalized software	77			78			228			78
Depreciation	1,096			1,106			3,212			3,398
Amortization of intangible assets	1,996			2,427			5,995			7,184
Early termination of credit agreement	—			—			(575		)	—
Other (expense) income	(3		)	11			(3		)	8
EBITDA	$	3,902		$	1,817		$	12,884		$	14,871

6