8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)  April 24, 2003

Hooper Holmes, Inc.

(Exact name of registrant as specified in charter)

New York	1-9972	22-1659359
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

170 Mt. Airy Road, Basking Ridge, New Jersey 07920

(Address of principal executive officers) (zip)

Registrant’s telephone number, including area code  (908) 766-5000

None

(Former names or former address, if change since last report.)

FORM 8-K

Item  7.    Financial Statements and Exhibits.

(c)    Exhibits

99.1    Press release dated April 24, 2003.

Item 9.    Regulation FD Disclosure (Item 12. Results of Operations and Financial Condition).

The information contained in this item 9 is being furnished pursuant to “Item 12. Results of Operations and Financial Condition” in accordance with the SEC Release No. 33-8216 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, (the “Exchange Act”), as amended, or otherwise subject to the liability of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On April 24, 2003, Hooper Holmes, Inc., issued a press release announcing its financial results for the quarter ended March 31, 2003, a copy of which is attached as Exhibit 99.1.

SIGNATURES

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

Hooper Holmes, Inc.
By:	/s/  Fred Lash
	Fred Lash
	Senior Vice President, Chief Financial Officer & Treasurer

Date:    April 30, 2003

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Hooper Holmes, Inc. on April 24, 2003.

EX-99.1

	EXHIBIT 99.1 News Release
170 Mt. Airy Road
Basking Ridge, NJ 07920
	CONTACT:
	Fred Lash
	Chief Financial Officer
	908-766-5000
FOR IMMEDIATE RELEASE
	Investors:  Lauren Levine/Lanie Fladell
	Media:  Sean Leous
	FD Morgen-Walke
	212-850-5600

HOOPER HOLMES REPORTS FIRST QUARTER 2003 FINANCIAL RESULTS

BASKING RIDGE, NJ, April 24, 2003, Hooper Holmes, Inc. (AMEX:HH) today reported financial results for the first quarter ended March 31, 2003.

Total revenues for the quarter grew 13% to $74.9 million from $66.5 million in the first quarter last year, reflecting contributions from the Company’s acquisitions of D&D Associates and Medicals Direct Group plc in 2002.

Revenues for the Health Information Business Unit, comprised of the Company’s Portamedic, Infolink, Heritage Labs and Medicals Direct divisions, were $66.1 million, or 88% of total revenues. Medicals Direct increased its revenues 65% to $3.3 million compared to $2.0 million in the 2002 first quarter, prior to being acquired by Hooper Holmes in August 2002. Revenues for the Diversified Business Unit, comprised of D&D Associates, were $8.7 million, or 12% of total revenues, a 16% improvement over D&D’s $7.5 million in revenue for the first quarter of 2002, prior to being acquired by Hooper Holmes in November 2002.

Net income for the first quarter 2003 was $4.7 million, or $0.07 per diluted share, compared to $5.8 million, or $0.09 per diluted share, reported in the first quarter of 2002. Net income was impacted by lower revenues from the core health information business and increased SG&A expenses related to higher insurance, legal and administrative costs. Additionally, the acquisitions in late 2002, on a comparative basis, added $2.0 million of SG&A.

Commenting on the quarter, Mr. McNamee stated, “The positive effect of acquisitions more than offset the impact of continued softness in life insurance applications on our U.S. health information business. This balance demonstrates the effectiveness of our ongoing efforts to diversify our revenues, a key element of our business plan.”

Mr. McNamee continued, “We are forging ahead, continuing to execute our strategy of leveraging our leading health information business to expand our presence in complementary areas of the life and health insurance industries. As we move further along, we are evaluating those U.S. regions with no-fault automobile insurance programs where IME’s play an important role. Our plan is to be

operating in additional states this year, and we have targeted six opportunities in four states that we are actively pursuing.”

Looking ahead, Mr. McNamee stated, “Based on current information, we expect second quarter 2003 revenues to range between $75 million and $77 million. For the full year 2003, we continue to expect revenues to range between $300 million and $320 million, with earnings growth in the range of 20% to 25% over 2002 earnings, excluding e-Nable charges in 2002.”

Hooper Holmes will host a conference call today to discuss first quarter results at 9:30 a.m. Eastern Time. The call will be broadcast live over the Internet, and is accessible at the Company’s website located at http://www.hooperholmes.com. In addition, an online archive of the broadcast will be available within two hours of the live call until the next quarterly conference call.

Hooper Holmes, Inc. provides outsourced risk assessment services, including underwriting and claims information to the life, health, automobile, and workers’ compensation insurance industries. The Company provides these health information services through over 275 locations nationwide and in the United Kingdom.

Certain information contained herein includes information that is forward-looking. The matters referred to in forward-looking statements may be affected by the risks and uncertainties involving the Company’s business. These forward-looking statements are qualified in the entirety by cautionary statements contained in the Company’s Securities and Exchange Commission filings. The Company disclaims any obligation to update these forward-looking statements.

-TABLES TO FOLLOW-

HOOPER HOLMES INC.

2003 CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share amounts)

	Three Months ended March 31,
	2003			2002
Revenues	$	74,850		$	66,490
Cost of operations		52,099			45,901
Gross profit		22,751			20,589
Selling, general and administrative expenses		14,949			11,236
Operating income		7,802			9,353
Other income (expense):
Interest expense		(60	)		(29	)
Interest income		215			555
Other income, expense, net		(326	)		(190	)
		(171	)		336
Income before income taxes		7,631			9,689
Income taxes		2,973			3,876
Net income	$	4,658		$	5,813
Earnings per share:
Basic	$	0.07		$	0.09
Diluted	$	0.07		$	0.09
Weighted average number of shares:
Basic		64,744,169			64,871,744
Diluted		66,222,850			67,724,851

-MORE-

HOOPER HOLMES, INC.

CONSOLIDATED BALANCE SHEETS

	3/31/2003		12/31/2002
	(unaudited)		(audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	23,242,137	$	23,298,151
Marketable securities		21,597,437		22,761,101
Accounts receivable, net		31,477,879		27,809,521
Other current assets		6,340,293		6,823,818
Total current assets		82,657,746		80,692,591
Property, plant and equipment:		31,055,667		30,620,147
Less: Accumulated depreciation and amortization		22,486,277		21,924,363
Property, plant and equipment, net		8,569,390		8,695,784
Goodwill, net		118,994,353		117,075,544
Intangible assets, net		27,924,733		28,474,439
Other assets		1,323,529		1,291,172
Total assets	$	239,469,751	$	236,229,530
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	0	$	172,776
Accounts payable		10,492,169		10,436,388
Accrued expenses:
Insurance benefits		29,531		484,748
Salaries, wages and fees		1,462,051		1,816,791
Payroll and other taxes		441,599		449,093
Income taxes payable		4,073,355		2,703,713
Other		5,183,775		5,853,132
Total current liabilities		21,682,480		21,916,641
Long term debt, less current maturities		3,060,668		3,313,983
Other long term liabilities		806,195		806,195
Deferred income taxes		3,416,349		3,483,114
Minority interest		1,113,554		902,650
Stockholders’ equity:
Common stock, par value $.04 per share; authorized 240,000,000 shares, issued 67,499,074 in 2003 and 2002.		2,699,963		2,699,963
Additional paid-in capital		127,962,449		128,079,363
Accumulated other comprehensive income		112,813		160,873
Retained earnings		99,857,814		96,009,551
		230,633,039		226,949,750
Less: Treasury stock at cost (2,802,451 and 2,754,151 shares)		21,242,534		21,142,803
Total stockholders’ equity		209,390,505		205,806,947
Total liabilities and stockholders’ equity	$	239,469,751	$	236,229,530

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