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) February 25, 2004

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 changed since last report.)

Item 7. Financial Statements and Exhibits.

(c) Exhibits

99.1 Press release dated February 25, 2004.

Item 12. Results of Operations and Financial Condition.

On February 25, 2004, Hooper Holmes, Inc., issued a press release announcing its financial results for the quarter and year ended December 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 hereunto duly authorized.

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

Date: March 1, 2004

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Hooper Holmes, Inc. on February 25, 2004.

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

Investors: Tiernan Cavanna / Lanie Fladell

Media: Sean Leous

Financial Dynamics

212-850-5600

HOOPER HOLMES ANNOUNCES 2003 FOURTH QUARTER AND

FULL YEAR FINANCIAL RESULTS

BASKING RIDGE, NJ, February 25, 2004, Hooper Holmes, Inc. (AMEX:HH) today reported financial results for the fourth quarter and twelve months ended December 31, 2003. Both revenue and operating results were consistent with expectations.

Total revenues for the quarter increased 10.8% to $75.6 million from $68.2 million in the fourth quarter of 2002. Net income was $2.8 million, or $0.04 per diluted share, compared to $4.4 million, or $0.07 per diluted share, in the 2002 fourth quarter. Selling, general, and administrative expenses in the fourth quarter of 2003 included additional expenses associated with the companies acquired in late 2002 and 2003 and approximately $600,000 ($0.005 per diluted share) in legal expenses related to an agreement with a client. The Company does not expect to incur any material additional legal expenses with respect to this client agreement.

Revenues for the Company’s Health Information Business Unit (“HIBU”), comprised of Portamedic, Infolink, Heritage Labs and Medicals Direct Group (our UK subsidiary acquired in August 2002), grew 7.4% to $67.7 million compared to $63.1 million in last year’s fourth quarter. Fourth quarter revenue growth in the HIBU reflects strong performance from Medicals Direct Group, Heritage Labs and Infolink, which was offset by lower revenue from Portamedic due to continued softness in life insurance application activity and competitive pricing in the life insurance market.

Revenues for the Company’s Diversified Business Unit (“DBU”), including D&D Associates which was acquired in October 2002, were $7.9 million in the fourth quarter of 2003 compared to $8.3 million in the third quarter of 2003 due to lower automobile claims activity in New York state and certain clients distributing claims cases more evenly among its service providers.

Jim McNamee, Chairman, President and Chief Executive Officer of Hooper Holmes, stated, “2003 was a good year for Hooper Holmes. In the HIBU, our ability to generate revenue growth despite continued softness in the life insurance industry underscores the strength of our business strategy to broaden our service offering and expand internationally in order to reduce our dependence on life insurance application activity.

The HIBU’s performance was generated by: continuing favorable trends in the U.K. life insurance market driving strong revenue growth in Medicals Direct, which, as a part of Hooper Holmes consolidated results since August of 2002, increased its revenues $5.1 million from $3.0 million in the fourth quarter of 2002 to $8.1 million in the fourth quarter of 2003; Heritage Labs, which generated 34% revenue growth due to continued market share gains; and Infolink, which generated 15% revenue growth on the success of it’s new state-of-the-art call center. Additionally, amid continued softness and rising competition, management believes it maintained its share of the U.S. paramedical examinations market.

In our parallel operating division, the DBU, we made good progress refining the operating infrastructure to make way for expanded profitability in the long term and implemented important strategic initiatives to expand our medical evaluation services practice into new fields—such as workers’ compensation.”

For the year ended December 31, 2003, Hooper Holmes’s revenues increased 15.3% to $300.2 million from $260.3 million in 2002. Net income for 2003 was $15.8 million, or $0.24 per diluted share, which included over $1 million ($0.01 per diluted share) of the previously mentioned legal expenses and the additional SG&A expense of acquired companies in late 2002 and 2003. Throughout 2004, we expect our SG&A cost levels to steadily improve, and in the long-term, we believe SG&A expense will return to more traditional levels. Reported net income for 2002 was $14.3 million, or $0.21 per diluted share. Net income for 2002 included a charge of $4.1 million, or $0.06 per diluted share, related to the Company’s write-down of its investment in e-Nable Corporation.

Mr. McNamee added, “Capitalizing on our strategic progress in the DBU, in October, we purchased Medimax, Inc. and entered the Pennsylvania and New Jersey independent medical examination (IME) markets and in early January 2004, we entered New York’s workers’ compensation IME market with our acquisition of Allegiance Health Services, Inc. The combination of Allegiance and D&D Associates creates one of the largest IME providers in New York State, with superior geographic coverage, expertise in automobile no-fault and workers’ compensation insurance and an impressive operating infrastructure.

Looking ahead, we expect 2004 to be another solid year for Hooper. For the full-year 2004, we expect revenues to range between $325 million and $335 million, with earnings in the range of $0.27 to $0.29 per diluted share.”

Hooper Holmes will host a conference call today to discuss fourth quarter and year end 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 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 December 31,						Twelve Months ended December 31,
	2003			2002			2003			2002
Revenues	$	75,609		$	68,221		$	300,182		$	260,317
Cost of operations		54,830			49,098			213,709			185,760
Gross profit		20,779			19,123			86,473			74,557
Selling, general and administrative expenses		15,743			12,347			59,679			45,935
Investment reserve		0			0			0			6,750
Operating income (loss)		5,036			6,776			26,794			21,872
Other income (expense):
Interest expense		(173	)		(27	)		(443	)		(113	)
Interest income		185			383			768			2,309
Other (expense) income, net		(145	)		(67	)		(820	)		(619	)
		(133	)		289			(495	)		1,577
Income before income taxes		4,903			7,065			26,299			23,449
Income taxes		2,122			2,642			10,452			9,156
Net income	$	2,781		$	4,423		$	15,847		$	14,293
Earnings per share:
Basic	$	0.04		$	0.07		$	0.24		$	0.22
Diluted	$	0.04		$	0.07		$	0.24		$	0.21
Weighted average number of shares:
Basic		64,803,095			64,505,296			64,773,346			64,868,163
Diluted		66,560,189			66,288,419			66,598,604			67,229,119

-MORE-

HOOPER HOLMES INC.

CONSOLIDATED BALANCE SHEETS

	12/31/03		12/31/02
ASSETS
Current Assets:
Cash and cash equivalents	$	28,291,019	$	23,298,151
Marketable securities		10,603,332		22,761,101
Accounts receivable, net		34,663,082		27,809,521
Other current assets		6,569,707		6,823,818
Total current assets		80,127,140		80,692,591
Property, plant and equipment:		33,736,508		30,620,147
Less: Accumulated depreciation and amortization		24,152,655		21,924,363
Property, plant and equipment, net		9,610,853		8,695,784
Goodwill, net		135,130,744		117,075,544
Intangible assets, net		29,617,156		28,474,439
Other assets		810,358		1,291,172
Total assets	$	255,296,251	$	236,229,530
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	1,000,000	$	172,776
Accounts payable		12,106,987		10,436,388
Accrued expenses:
Insurance benefits		149,613		484,748
Salaries, wages and fees		1,478,189		1,816,791
Payroll and other taxes		552,464		449,093
Income taxes payable		3,116,446		2,703,713
Other		8,714,175		5,853,132
Total current liabilities		27,117,874		21,916,641
Long term debt, less current maturities		2,028,363		3,313,983
Other long term liabilities		4,554,160		806,195
Deferred income taxes		1,758,879		3,483,114
Minority interest		358,705		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		127,487,718		128,079,363
Accumulated other comprehensive income		855,719		160,873
Retained earnings		108,613,932		96,009,551
		239,657,332		226,949,750
Less: Treasury stock at cost (2,662,151 and 2,754,151 shares)		20,179,062		21,142,803
Total stockholders’ equity		219,478,270		205,806,947
Total liabilities and stockholders’ equity	$	255,296,251	$	236,229,530

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