**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

----

 

**FORM 10-Q**

 

**QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly periodended:    March 31, 2003**

 

**Commission File Number:   1-14371**

 

 

| **INFORMATION  HOLDINGS INC.**                            |
|-----------------------------------------------------------|
| (Exact name of registrant as specified in  its charter)   |
|                                                      |   |   |
| **DELAWARE**                                              |   | **06-1518007** |
| (State of incorporation)                                  |   | (IRS Employer Identification Number) |
|                                                      |   |   |
| **2777 Summer Street, Suite 209  Stamford, Connecticut**  |   | **06905** |
| (Address of principal executive offices)                  |   | (Zip Code) |
|                                                      |   |   |
| **(203) 961-9106**                                        |
| (Registrant’s telephone number, including area code) |

 

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.                    o Yes  ý No

 

Indicate by check mark whether the registrantis an accelerated filer (as defined in Rule 12b-2 of the ExchangeAct).                                                                                                                                                       ý Yes  o No

 

As of May 13, 2003, there were 21,466,188shares of the Company’s common stock, par value $0.01 per share outstanding.

 

 

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INFORMATIONHOLDINGS INC. 

 

INDEX

 
| PART I.  | FINANCIAL INFORMATION                                                                                  |
|----------|--------------------------------------------------------------------------------------------------------|
|     |                                                                                                   |
| Item 1.  | Financial Statements:                                                                                  |
|     |                                                                                                   |
|     | Consolidated Balance Sheets  As of March 31, 2003 (Unaudited) and December 31, 2002                    |
|     |                                                                                                   |
|     | Consolidated Statements of Operations  (Unaudited) for the  Three Months Ended March 31, 2003 and 2002 |
|     |                                                                                                   |
|     | Consolidated Statements of Cash Flows  (Unaudited) for the  Three Months Ended March 31, 2003 and 2002 |
|     |                                                                                                   |
|     | Notes to Consolidated Financial Statements  (Unaudited)                                                |
|     |                                                                                                   |
| Item 2.  | Management’s Discussion and Analysis of  Financial Condition and Results of Operations            |
|     |                                                                                                   |
| Item 3.  | Quantitative and Qualitative Disclosures  About Market Risk                                            |
|     |                                                                                                   |
| Item 4.  | Controls and Procedures                                                                                |
|     |                                                                                                   |
| PART II. | OTHER INFORMATION                                                                                      |
|     |                                                                                                   |
| Item 1.  | Legal Proceedings                                                                                      |
|     |                                                                                                   |
| Item 2.  | Changes in Securities and Use of Proceeds                                                              |
|     |                                                                                                   |
| Item 6.  | Exhibits and Reports on Form 8-K                                                                       |
|     |                                                                                                   |
|     | Signature                                                                                              |
|     |                                                                                                   |
|     | Quarterly  Certifications Pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002                   |

 

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**INFORMATIONHOLDINGS INC.**

*CONSOLIDATED BALANCE SHEETS*

*(In thousands, except share data)*

 
|                                                                                                                                                                             |   | **March 31,  2003** |    | **December 31,  2002** |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------|---------|------------------------|--------|
|                                                                                                                                                                             |   | **(Unaudited)**     |    |                   |   |
| ***ASSETS***                                                                                                                                                                     |   |                |    |                   |   |
|                                                                                                                                                                             |   |                |    |                   |   |
| *CURRENT ASSETS:*                                                                                                                                                                |   |                |    |                   |   |
| Cash and  equivalents                                                                                                                                                            |   | $                   | 61,974  |                   | $      | 53,910 |   |
| Short-term  investments                                                                                                                                                          |   | 8,261               |    | 13,056                 |   |
| Accounts  receivable *(net of allowance for doubtful  accounts and sales returns of $609 and $503, respectively)*                                                                |   | 31,050              |    | 29,375                 |   |
| Prepaid  expenses and other current assets                                                                                                                                       |   | 3,228               |    | 3,940                  |   |
| Deferred  income taxes                                                                                                                                                           |   | 4,589               |    | 4,589                  |   |
| Total assets  of discontinued operations                                                                                                                                         |   | 55,860              |    | 59,653                 |   |
| Total current assets                                                                                                                                                             |   | 164,962             |    | 164,523                |   |
| Property and  equipment, net                                                                                                                                                     |   | 5,329               |    | 5,837                  |   |
| Identified  intangible assets, net                                                                                                                                               |   | 70,310              |    | 72,309                 |   |
| Goodwill                                                                                                                                                                         |   | 83,140              |    | 83,099                 |   |
| Deferred  income taxes                                                                                                                                                           |   | 552                 |    | 164                    |   |
| Other assets                                                                                                                                                                     |   | 2,612               |    | 3,069                  |   |
|                                                                                                                                                                             |   |                |    |                   |   |
| TOTAL                                                                                                                                                                            |   | $                   | 326,905 |                   | $      | 329,001 |   |
|                                                                                                                                                                             |   |                |    |                   |   |
| ***LIABILITIES AND STOCKHOLDERS’ EQUITY***                                                                                                                                  |   |                |    |                   |   |
|                                                                                                                                                                             |   |                |    |                   |   |
| *CURRENT LIABILITIES:*                                                                                                                                                           |   |                |    |                   |   |
| Current portion of  capitalized lease obligations                                                                                                                                |   | $                   | 147     |                   | $      | 145 |   |
| Accounts  payable                                                                                                                                                                |   | 28,316              |    | 26,224                 |   |
| Accrued  expenses                                                                                                                                                                |   | 9,662               |    | 13,747                 |   |
| Deferred  subscription revenue                                                                                                                                                   |   | 23,662              |    | 21,129                 |   |
| Total  liabilities of discontinued operations                                                                                                                                    |   | 14,229              |    | 17,891                 |   |
| Total current  liabilities                                                                                                                                                       |   | 76,016              |    | 79,136                 |   |
|                                                                                                                                                                             |   |                |    |                   |   |
| Capital  leases                                                                                                                                                                  |   | 26                  |    | 63                     |   |
| Other  long-term liabilities                                                                                                                                                     |   | 37                  |    | 62                     |   |
| Total  liabilities                                                                                                                                                               |   | 76,079              |    | 79,261                 |   |
|                                                                                                                                                                             |   |                |    |                   |   |
| *STOCKHOLDERS’ EQUITY:*                                                                                                                                                     |   |                |    |                   |   |
| Preferred stock, $.01  par value; 1,000,000 shares authorized; none issued                                                                                                       |   | $                   | —  |                   | $      | — |   |
| Common  stock, $.01 par value; authorized 50,000,000 shares; issued 21,828,803 and  21,815,677 shares, respectively; outstanding 21,446,903 and 21,433,777  shares, respectively |   | 218                 |    | 218                    |   |
| Additional  paid-in capital                                                                                                                                                      |   | 247,204             |    | 247,026                |   |
| Retained earnings                                                                                                                                                                |   | 8,191               |    | 7,097                  |   |
| Treasury  stock, at cost, 381,900 shares                                                                                                                                         |   | (5,227              | )       | (5,227                 | )      |
| Accumulated  other comprehensive income                                                                                                                                          |   | 440                 |    | 626                    |   |
| Total  stockholders’ equity                                                                                                                                                 |   | 250,826             |    | 249,740                |   |
|                                                                                                                                                                             |   |                |    |                   |   |
| TOTAL                                                                                                                                                                            |   | $                   | 326,905 |                   | $      | 329,001 |   |

 

*See notes tounaudited consolidated financial statements.*

 

1

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**INFORMATIONHOLDINGS INC.**

*CONSOLIDATED STATEMENTS OF OPERATIONS*

(Unaudited)

*(In thousands, except per share data)*

 
|                                                                                          |   | **Three  Months Ended  March 31,** |   |
|-----------------------------------------------------------------------------------------------|--------|------------------------------------|--------|
|                                                                                          |   | **2003**                           |   | **2002** |   |
|                                                                                          |   |                               |   |   |   |
| Revenues                                                                                      |   | $                                  | 22,208 |   | $ | 22,232 |   |
| Cost of sales                                                                                 |   | 6,561                              |   | 5,656 |   |
| Gross profit                                                                                  |   | 15,647                             |   | 16,576 |   |
| Operating expenses:                                                                           |   |                               |   |   |   |
| Selling, general and administrative                                                           |   | 10,660                             |   | 9,943 |   |
| Depreciation and amortization                                                                 |   | 3,092                              |   | 3,445 |   |
| Total operating expenses                                                                      |   | 13,752                             |   | 13,388 |   |
| Income from operations                                                                        |   | 1,895                              |   | 3,188 |   |
| Other income (expense):                                                                       |   |                               |   |   |   |
| Interest income                                                                               |   | 188                                |   | 255 |   |
| Interest expense                                                                              |   | (56                                | )      | (88 | ) |
| Early termination of credit agreement                                                         |   | (575                               | )      | — |   |
| Income from continuing operations before  income taxes                                        |   | 1,452                              |   | 3,355 |   |
| Provision for income taxes                                                                    |   | 462                                |   | 1,200 |   |
| Net income from continuing operations                                                         |   | 990                                |   | 2,155 |   |
| Income from operations of discontinued  segment, net of income tax provision of $103 and $373 |   | 104                                |   | 659 |   |
| Net income                                                                                    |   | $                                  | 1,094  |   | $ | 2,814 |   |
|                                                                                          |   |                               |   |   |   |
| Net income per basic and diluted common  share:                                               |   |                               |   |   |   |
| Continuing operations                                                                         |   | $                                  | 0.05   |   | $ | 0.10 |   |
| Discontinued operations                                                                       |   | 0.00                               |   | 0.03 |   |
| Net income                                                                                    |   | $                                  | 0.05   |   | $ | 0.13 |   |

 

*See notes to unaudited consolidated financial statements*.

 

2

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**INFORMATION HOLDINGS INC.**

*CONSOLIDATED STATEMENTS OF CASH FLOWS*

(Unaudited)

*(In thousands)*

 
|                                                                               |   | **Three  Months Ended  March 31,** |   |
|------------------------------------------------------------------------------------|--------|------------------------------------|--------|
|                                                                               |   | **2003**                           |   | **2002** |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                              |   |                               |   |   |   |
| Net income                                                                         |   | $                                  | 1,094  |   | $ | 2,814 |   |
| Less: Income from discontinued operations                                          |   | 104                                |   | 659 |   |
| Net income from continuing operations                                              |   | 990                                |   | 2,155 |   |
|                                                                               |   |                               |   |   |   |
| Adjustments to reconcile net income to net  cash provided by operating activities: |   |                               |   |   |   |
| Depreciation                                                                       |   | 1,092                              |   | 1,088 |   |
| Amortization of other intangible assets                                            |   | 2,000                              |   | 2,357 |   |
| Change in non-current deferred income tax  liabilities                             |   | (387                               | )      | (422 | ) |
| Termination of credit facility                                                     |   | 494                                |   | — |   |
| Other                                                                              |   | 92                                 |   | 34 |   |
| Changes in operating assets and  liabilities, net of effect of acquisitions:       |   |                               |   |   |   |
| Increase in accounts receivable, net                                               |   | (1,675                             | )      | (1,931 | ) |
| (Increase) decrease in inventories                                                 |   | (43                                | )      | 8 |   |
| Decrease in prepaid and other current  assets                                      |   | 132                                |   | 302 |   |
| Increase (decrease) in accounts payable and  accrued expenses                      |   | 139                                |   | (6,114 | ) |
| Income tax benefit from stock options  exercised                                   |   | 21                                 |   | 152 |   |
| Net change in income taxes (receivable)  payable                                   |   | (1,556                             | )      | 1,584 |   |
| Increase in deferred revenue                                                       |   | 2,533                              |   | 2,463 |   |
| Net change in other assets and liabilities                                         |   | (112                               | )      | (234 | ) |
| Net Cash Provided by Continuing Operations                                         |   | 3,720                              |   | 1,442 |   |
| Net Cash Provided by Discontinued  Operations                                      |   | 1,018                              |   | 2,652 |   |
|                                                                               |   |                               |   |   |   |
| Net Cash Provided by Operating Activities                                          |   | 4,738                              |   | 4,094 |   |
|                                                                               |   |                               |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                              |   |                               |   |   |   |
| Purchases of property and equipment                                                |   | (445                               | )      | (822 | ) |
| Sales of short-term investments                                                    |   | 4,795                              |   | 3,410 |   |
| Capitalized software development cost                                              |   | (89                                | )      | — |   |
| Capitalized internal-use software                                                  |   | (159                               | )      | (69 | ) |
| Proceeds from disposal of property and  equipment                                  |   | —                             |   | 4 |   |
| Net Cash Provided by Continuing Operations                                         |   | 4,102                              |   | 2,523 |   |
| Net Cash Used in Discontinued Operations                                           |   | (801                               | )      | (916 | ) |
|                                                                               |   |                               |   |   |   |
| Net Cash Provided by Investing Activities                                          |   | 3,301                              |   | 1,607 |   |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                              |   |                               |   |   |   |
| Common stock issued from stock options  exercised                                  |   | 157                                |   | 288 |   |
| Principal payments on capital leases                                               |   | (35                                | )      | (32 | ) |
| Net Cash Provided by Continuing Operations                                         |   | 122                                |   | 256 |   |
| Net Cash Used in Discontinued Operations                                           |   | (97                                | )      | (86 | ) |
|                                                                               |   |                               |   |   |   |
| Net Cash Provided by Financing Activities                                          |   | 25                                 |   | 170 |   |
|                                                                               |   |                               |   |   |   |
| NET INCREASE IN CASH AND EQUIVALENTS                                               |   | 8,064                              |   | 5,871 |   |
|                                                                               |   |                               |   |   |   |
| CASH AND EQUIVALENTS AT BEGINNING OF PERIOD                                        |   | 53,910                             |   | 38,612 |   |
|                                                                               |   |                               |   |   |   |
| CASH AND EQUIVALENTS AT END OF PERIOD                                              |   | $                                  | 61,974 |   | $ | 44,483 |   |

 

*See notes to unaudited consolidated financialstatements.*

 

3

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**INFORMATION HOLDINGS INC.**

NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

# **A.**                                    BASIS OF PRESENTATION

 

The consolidated balancesheet of Information Holdings Inc. (IHI, or the Company) at December 31, 2002has been derived from IHI’s Annual Report on Form 10-K for the year thenended.  All other consolidated financialstatements contained herein have been prepared by IHI and are unaudited.  These consolidated financial statementsshould be read in conjunction with the consolidated financial statements forthe year ended December 31, 2002 and the notes thereto contained in IHI’sAnnual Report on Form 10-K.

 

The accompanyingunaudited consolidated financial statements have been prepared in accordancewith the instructions to Form 10-Q and Article 10 of Regulation S-X, and do notinclude all information and footnotes required by accounting principlesgenerally accepted in the United States for complete financial statements.  However, in the opinion of management, theaccompanying unaudited consolidated financial statements contain alladjustments, consisting of normal recurring adjustments, necessary to presentfairly the consolidated financial position of IHI as of March 31, 2003, and theconsolidated results of operations and cash flows for the periods presentedherein.  Operating results for the threemonths ended March 31, 2003 are not necessarily indicative of the results thatmay be expected for the year ended December 31, 2003.

 

On February 27, 2003, theCompany entered into a definitive purchase agreement to sell substantially allof the assets and certain liabilities of its wholly owned subsidiary CRC Press(See Note B - Discontinued Operations). Accordingly, for financial statement purposes, the assets, liabilities,results of operations and cash flows of this component have been segregatedfrom those of continuing operations and are presented in the Company’sfinancial statements as discontinued operations for all periods presentedherein.  The transaction was completedon April 8, 2003.

 

Certain reclassifications have been made to the financial statements ofthe prior period to conform to the March 31, 2003 presentation.

 

**B.**                                 DISCONTINUEDOPERATIONS

 

On February 27, 2003, the Company entered into a definitive purchaseagreement (the Purchase Agreement) to sell substantially all of the assets andcertain liabilities of its wholly owned subsidiaries CRC Press LLC (CRC Press),CRC Press (U.K.) LLC and Parthenon Publishing Group, Inc. (together, CRC), toCRC Press I LLC and Routledge No. 2 Limited, both wholly owned subsidiaries ofTaylor & Francis Group plc (together, the Buyer), for approximately $95million in cash, subject to a post closing adjustment.

 

CRC comprised the entirety of the Company’s scientific and technologyinformation (STI) segment.  Subsequentto the date of sale, the Company will no longer have operations in the STIsegment.  In accordance with SFAS 144 – *Accounting for the Impairment or Disposal ofLong-Lived Assets*(SFAS 144), all assets, liabilities, results ofoperations and cash flows of this

 

4

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component have been segregated from those of continuing operations andare presented in the Company’s March 31, 2003 financial statements asdiscontinued operations.  Additionally,the Company’s financial statements have been reclassified to reflect the STIsegment as a discontinued operation for all periods presented (See Note F -Segment Information).

 

The transaction was completed onApril 8, 2003. The final sale price is subject to a post-closing adjustmentbased on the closing date balance sheet of CRC Press.  Approximately $3 million of the proceeds are being held in escrowrelated to representations and warranties contained in the PurchaseAgreement.  These proceeds will becomeavailable to the Company in April 2004 unless the Buyer has valid claimsresulting from a breach of the representations and warranties.  The Company estimates a gain of $30 to $33million, net of income taxes associated with the transaction, which will berecorded during the second quarter of 2003.

 

Summary operating resultsfor the discontinued STI operations follow:

 
|                                        |   | **Three Months Ended  March 31,****(Unaudited)** |   |
|---------------------------------------------|--------|--------------------------------------------------|--------|
| **(In  thousands)**                         |   | **2003**                                         |   | **2002** |   |
|                                        |   |                                             |   |   |   |
| Revenues                                    |   | $                                                | 10,805 |   | $ | 11,056 |   |
|                                        |   |                                             |   |   |   |
| Pre-tax income from discontinued operations |   | 207                                              |   | 1,032 |   |
| Provision for income taxes                  |   | (103                                             | )      | (373 | ) |
| Net income from discontinued operations     |   | $                                                | 104    |   | $ | 659 |   |

 

Summarizedunaudited balance sheet information for the discontinued STI operations follow:

 
| **(In  thousands)**                           |   | **March 31,  2003** |   | **December 31,  2002** |   |
|-----------------------------------------------|--------|---------------------|--------|------------------------|--------|
|                                          |   |                |   |                   |   |
| Assets:                                       |   |                |   |                   |   |
| Current assets                                |   | $                   | 17,891 |                   | $      | 21,348 |   |
| Property and equipment, net                   |   | 1,949               |   | 2,109                  |   |
| Identified intangible assets, net             |   | 27,494              |   | 28,130                 |   |
| Goodwill, net                                 |   | 5,868               |   | 5,868                  |   |
| Other long-term assets                        |   | 2,658               |   | 2,198                  |   |
| Total assets of discontinued operations       |   | $                   | 55,860 |                   | $      | 59,653 |   |
|                                          |   |                |   |                   |   |
| Liabilities:                                  |   |                |   |                   |   |
| Current liabilities                           |   | $                   | 11,019 |                   | $      | 14,529 |   |
| Long-term liabilities                         |   | 3,210               |   | 3,362                  |   |
| Total liabilities of discontinued  operations |   | $                   | 14,229 |                   | $      | 17,891 |   |

 

5

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**C.****                                   ****STOCK-BASED COMPENSATION**

 

TheCompany grants stock options for a fixed number of shares to employees with anexercise price equal to the fair value of the shares at the date of grant.  The Company accounts for its stock optiongrants under the provisions of Accounting Principles Board (APB) Opinion No.25, *Accounting for Stock Issued toEmployees,*which utilizes the intrinsic value method.  Since stock options are granted by theCompany with exercise prices equal to the market price of the underlying stockat the date of grant, no compensation expense has been recognized.

 

Hadcompensation cost for the Company’s stock option plan been determined based onthe fair value of the options at the dates of grant consistent with therequirements of SFAS No. 123, *Accounting forStock-Based Compensation*, the Company’s net income and earnings pershare would have been reduced to the pro forma amounts indicated below (inthousands, except per share data):

 
|                                                                                                                                       |   | **Three  Months Ended  March 31,** |       |
|--------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------|------------|
|                                                                                                                                       |   | **2003**                           |       | **2002** |   |
|                                                                                                                                       |   |                               | ** ** |   | ** ** |
| **Net  income as reported**                                                                                                                |   | **$**                              | **1,094**  | ** ** | **$** | **2,814** | ** ** |
| **Deduct:  Total stock-based employee expense  determined under fair value based method for all awards, net of related tax  effects** |   | **955**                            | ** ** | **819** | ** ** |
| **Pro  forma**                                                                                                                             |   | **$**                              | **139**    | ** ** | **$** | **1,995** | ** ** |
|                                                                                                                                       |   |                               | ** ** |   | ** ** |
| **Basic  earnings per common share:**                                                                                                      |   |                               | ** ** |   | ** ** |
| **As  reported**                                                                                                                           |   | **$**                              | **0.05**   | ** ** | **$** | **0.13** | ** ** |
| **Pro  forma**                                                                                                                             |   | **$**                              | **0.01**   | ** ** | **$** | **0.09** | ** ** |
|                                                                                                                                       |   |                               | ** ** |   | ** ** |
| **Diluted  earnings per common share:**                                                                                                    |   |                               | ** ** |   | ** ** |
| **As  reported**                                                                                                                           |   | **$**                              | **0.05**   | ** ** | **$** | **0.13** | ** ** |
| **Pro  forma**                                                                                                                             |   | **$**                              | **0.01**   | ** ** | **$** | **0.09** | ** ** |

 

Theeffects on pro forma net income and earnings per share of expensing theestimated fair value of stock options are not necessarily representative of theeffects on reported net income for future years due to such factors as thevesting period of the stock options and the potential for issuance ofadditional stock options in future years.

 

Thefair value of each option grant was estimated on the date of grant using theBlack-Scholes option pricing model with the following weighted-averageassumptions used:

 
|                                          |   | ***Three Months Ended***March 31 |         |
|-----------------------------------------------|--------|----------------------------------|--------------|
|                                          |   | **2003**                         |         | **2002** |   |
| Risk free interest rate1                      |   | 2.95                             | %            | 4.4 | % |
| ***Expected life  of option grants (years)*** |   | ***5***                          | *** *** | ***5*** | *** *** |
| ***Expected  volatility***                    |   | ***65.33***                      | ***%***      | ***64.92*** | ***%*** |
| ***Expected  dividend yield***                |   | ***0***                          | *** *** | ***0*** | *** *** |
| Weighted average  fair value                  |   | $                                | 9.07         |   | $ | 16.09 |   |
|                                               |        |                                  |              |  |  |  |  |

 

6

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**D.****                                    EARNINGSPER SHARE DATA**

 

The following table sets forth thecomputation of basic and diluted earnings per common share for the periodsindicated:

 
|                                                                            |   | **Three Months Ended  March 31,** |   |
|---------------------------------------------------------------------------------|--------|-----------------------------------|--------|
| **(In  thousands, except per share data)**                                      |   | **2003**                          |   | **2002** |   |
|                                                                            |   |                              |   |   |   |
| Net income:                                                                     |   |                              |   |   |   |
| Continuing operations                                                           |   | $                                 | 990    |   | $ | 2,155 |   |
| Discontinued operations                                                         |   | 104                               |   | 659 |   |
| Total                                                                           |   | $                                 | 1,094  |   | $ | 2,814 |   |
|                                                                            |   |                              |   |   |   |
| Weighted average shares outstanding:                                            |   |                              |   |   |   |
| Basic                                                                           |   | 21,437                            |   | 21,760 |   |
| Net effect of dilutive stock options – based on the  treasury stock method |   | 34                                |   | 191 |   |
| Diluted                                                                         |   | 21,471                            |   | 21,951 |   |
|                                                                            |   |                              |   |   |   |
| Earnings per share:                                                             |   |                              |   |   |   |
| *Basic and diluted*                                                             |   |                              |   |   |   |
| Income from continuing operations                                               |   | $                                 | 0.05   |   | $ | 0.10 |   |
| Income from discontinued operations                                             |   | 0.00                              |   | 0.03 |   |
| Net income                                                                      |   | $                                 | 0.05   |   | $ | 0.13 |   |

 

During the first quarter of 2003, employees exercised stock options toacquire 13,126 shares at an exercise price of $12.00 per share.  For the three months ended March 31, 2003and 2002, 1,129,225 and 287,823 stock options, respectively, were excluded fromthe computation of diluted earnings per common share due to their antidilutiveeffect.

 

7

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**E.**                                      ACQUISITIONS

 

On May 9, 2002, the Company acquired substantiallyall of the assets of Aurigin Systems, Inc. (Aurigin) for cash consideration ofapproximately $14,043,000 including the assumption of certain liabilities.  Aurigin provides intellectual propertymanagement systems used primarily by corporations to search, analyze, annotateand group patent information, as well as proprietary corporate data.  The purchase price was allocated to nettangible liabilities of $1,553,000, identifiedintangible assets of $1,600,000 andtax-deductible goodwill of $13,996,000.  The Companyhas obtained an independent appraisal of the fair value of the identifiedintangible assets and their remaining useful lives (six years).

 

The Aurigin acquisition has been accounted for using the purchase methodof accounting and, accordingly, the results of its operations have beenincluded in the Company’s results of operations from its date of acquisition.

 

The following unaudited pro forma information presents the results ofoperations of the Company, as if the 2002 acquisition of Aurigin had takenplace as of January 1, 2002:

 
|                                      |   | **Three  MonthsEnded** |   |
|-------------------------------------------|--------|------------------------|--------|
| **(In thousands, except per share data)** |   | **March 31, 2002**     |   |
|                                      |   |                   |   |
| Revenues                                  |   | $                      | 23,758 |   |
|                                      |   |                   |   |
| Net income                                |   | $                      | 2,759  |   |
| Basic  earnings per common share          |   | $                      | 0.13   |   |
| Diluted earnings  per common share        |   | $                      | 0.13   |   |

 

These pro forma results of operations have been prepared for comparativepurposes only and do not purport to be indicative of the operating results thatwould have occurred had the acquisitions been consummated as of the above date,nor are they necessarily indicative of future operating results.

 

8

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**F.****                                      SEGMENTINFORMATION**

 

As of March31, 2003, the Company has two reportable segments contributing to its resultsfrom continuing operations: intellectual property (IP) and informationtechnology learning (ITL).  Theintellectual property segment, which includes MicroPatent, Master Data Centerand Liquent, provides a broad array of databases, information products andcomplementary services for intellectual property and regulatory professionals.The information technology learning segment is Transcender, which is a leadingonline provider of IT certification test preparation products.

 

As of December 31, 2002, the date of the Company’s most recently filedAnnual Report on Form 10-K, the Company had included a third segment:scientific and technology information (STI), comprised solely of its whollyowned subsidiary CRC Press and its subsidiaries (together, CRC).  In February 2003, the Company determined topermanently exit the STI segment and, on February 27, 2003, the Company enteredinto an Asset Purchase Agreement to sell substantially all of the assets andcertain liabilities of CRC to CRC Press I LLC and Routledge No. 2 Limited, bothwholly owned subsidiaries of Taylor & Francis Group plc (See Note B -Discontinued Operations).  Based onthese events, the Company’s financial statements have been reclassified toreflect the STI segment as a discontinued operation for all periodspresented.  The transaction wascompleted on April 8, 2003.

 

The following tables set forth the information for the Company’sreportable segments of continuing operations based on the nature of theproducts and services offered for the periods indicated:

 
|                              |   | **Three Months  Ended  March 31, 2003** |   | **Three Months  Ended  March 31, 2002** |   |
|-----------------------------------|--------|-----------------------------------------|--------|-----------------------------------------|--------|
|                              |   | **Segment**                             |   | **Segment**                             |   |
| **(In thousands)**                |   | **IP**                                  |   | **ITL**                                 |   | **IP** |   | **ITL** |   |
|                              |   |                                    |   |                                    |   |   |   |   |   |
| Revenues from external customers  |   | $                                       | 19,657 |                                    | $      | 2,551 |   | $ | 18,919 |   | $ | 3,313 |   |
| EBITDA                            |   | 5,735                                   |   | 588                                     |   | 6,766 |   | 879 |   |
| Operating income                  |   | 2,996                                   |   | 172                                     |   | 4,154 |   | 51 |   |
| Segment assets excluding goodwill |   | 131,667                                 |   | 4,406                                   |   | 132,019 |   | 13,046 |   |
| Goodwill, net                     |   | 70,340                                  |   | 12,800                                  |   | 55,043 |   | 43,600 |   |
|                                   |        |                                         |        |                                         |        |  |  |  |  |  |  |  |  |

 

9

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TheCompany evaluates the performance of its segments based primarily on revenuesand EBITDA.  The Company believes thatEBITDA is the most useful measure of segment earnings because it more closelyapproximates the cash generating ability of the segments compared to incomefrom operations.  Income from operationsincludes charges for depreciation and amortization, the majority of whichrelate to amortization of intangibleassets.  The Company generally does notincur capital expenditures to replace intangible assets within existingoperations.  A reconciliation of EBITDAto income from operations for each segment follows:

*** ***
|                                  |   | **Three Months Ended  March 31,** |   |
|---------------------------------------|--------|-----------------------------------|--------|
| **(In thousands)**                    |   | **2003**                          |   | **2002** |   |
|                                  |   |                              |   |   |   |
| Intellectual Property                 |   |                              |   |   |   |
| EBITDA                                |   | $                                 | 5,735  |   | $ | 6,766 |   |
| Amortization of capitalized software  |   | (36                               | )      | — |   |
| Depreciation and amortization         |   | (2,703                            | )      | (2,612 | ) |
| Income from operations                |   | $                                 | 2,996  |   | $ | 4,154 |   |
|                                  |   |                              |   |   |   |
| Information technology learning       |   |                              |   |   |   |
| EBITDA                                |   | $                                 | 588    |   | $ | 879 |   |
| Amortization of capitalized software  |   | (33                               | )      | — |   |
| Depreciation and amortization         |   | (383                              | )      | (828 | ) |
| Income  from operations               |   | $                                 | 172    |   | $ | 51 |   |
|                                  |   |                              |   |   |   |
| Other                                 |   |                              |   |   |   |
| EBITDA                                |   | $                                 | (1,842 | ) | $ | (1,012 | ) |
| Depreciation and amortization         |   | (6                                | )      | (5 | ) |
| Early termination of credit agreement |   | 575                               |   | — |   |
| Loss from operations                  |   | $                                 | (1,273 | ) | $ | (1,017 | ) |

 

10

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**G.**                                    COMPREHENSIVEINCOME

 

The following table is a reconciliation of the Company’s net income tocomprehensive income:

 
|                                    |   | **Three Months Ended  March 31,** |   |
|-----------------------------------------|--------|-----------------------------------|--------|
| **(In thousands)**                      |   | **2003**                          |   | **2002** |   |
|                                    |   |                              |   |   |   |
| Net income                              |   | $                                 | 1,094  |   | $ | 2,814 |   |
| Other comprehensive loss                |   |                              |   |   |   |
| Foreign currency translation adjustment |   | (186                              | )      | (7 | ) |
| Comprehensive income                    |   | $                                 | 908    |   | $ | 2,807 |   |

 

**H.****                                    TREASURY STOCK**

 

OnOctober 28, 2002, the Company announced that its Board of Directors authorizedthe Company to repurchase up to $30,000,000 of its common stock.  The purchases may be made from time to timeon the open market or in negotiated transactions in compliance with Rule 10b-18of the Securities and Exchange Commission. The authorization to repurchase the Company’s common stock will remainin effect until the Company’s Chief Executive Officer deems it appropriate toterminate the repurchase program.  Treasurystock purchases are accounted for under the cost method whereby the entire costof the acquired stock is recorded as treasury stock. As of March 31, 2003, theCompany repurchased a total of 381,900 shares of common stock pursuant to therepurchase authorization at a total cost of $5,227,000.  No shares were repurchased during the threemonths ended March 31, 2003.

 

11

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**INFORMATION HOLDINGS INC.**

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 
| **Item 2***.* | ***Management’s  Discussion and Analysis of Financial Condition and Results of Operations*** |
|---------------|---------------------------------------------------------------------------------------------------|

 

*The following discussion and analysis presents a review of the Companyfor the three months ended March 31, 2003 compared to the three months endedMarch 31, 2002.  This review should beread in conjunction with the consolidated financial statements and notespresented herein as well as Management’s Discussion and Analysis of FinancialCondition and Results of Operations contained in the Company’s 2002 AnnualReport on Form 10-K.*

 

**Overview**

 

*Impact of Acquisitions and Divestitures*

 

A key component of the Company’s historicalgrowth has been to pursue acquisitions where opportunities exist to internallygrow the acquired companies’ revenues and increase profitability throughoperating efficiencies.  Since beginningoperations in January 1997, the Company has completed 14 significantacquisitions, including eight in the intellectual property segment (IP), fivein scientific and technology information segment (STI) and one in theinformation technology learning segment (ITL), as well as some minoracquisitions that are not otherwise disclosed herein.

 

On April 8, 2003, the Company completed thesale of CRC Press and its subsidiaries, comprising the entirety of its STIsegment, for cash consideration of approximately $95 million, subject to apost-closing adjustment.  For theperiods presented herein, results for this segment have been recorded as discontinuedoperations.

 

The Company may seek additional acquisitionsthat will further the Company’s growth and operating strategies.  If the Company acquires additionalbusinesses, its sales mix, market focus, cost structure and operating leveragemay change significantly.  Consequently,the Company’s historical and future results of operations reflect and willreflect the impact of acquisitions, and period-to-period comparisons may not bemeaningful in some respects.  Historicalinformation for companies subsequent to their acquisition may includeintegration and other costs that are not expected to continue in the future.

 

### ***Consolidated Results of Operations***

 

*Summary*

 

Revenues of $22.2 million were essentiallyequal to revenues in the prior year quarter.  Revenues increased by $0.7 million, or 4%,in the IP segment, offset by a decrease of $0.7 million, or 23%, in the ITLsegment.  Gross profits decreased by$0.9 million, or 6%, with gross profit margins declining to 70.5% from 74.6%.  The decrease in gross margins is dueprimarily to lower software license revenues in the Company’s Liquent unit,based on the significant profit contribution of incremental licenserevenues.  Selling, general andadministrative expenses (SG&A) increased $0.7 million, or 7%, due primarilyto costs related to Aurigin Systems, which was acquired in May 2002.  SG&A decreased in the ITL segment basedon cost containment initiatives. Depreciation and amortization decreased by $0.4 million, or 10%, dueprimarily to decreased amortization of intangible assets in the ITL segmentfollowing an impairment charge recorded in the fourth quarter of fiscal 2002.

 

12

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Based on the factors above, income from operations decreased by $1.3million, or 41%, to $1.9 million from $3.2 million.  During the first quarter of 2003, the Company incurred costs ofapproximately $0.6 million associated with the early termination of a creditagreement.  There were no outstandingborrowings under the credit agreement. The credit agreement was terminated to facilitate the sale of CRCPress.  Under the terms of the creditfacility, the assets of CRC Press and other IHI subsidiaries had been pledgedas security.  The early terminationcosts include approximately $0.5 million for the write-off of unamortized fees,representing a non-cash charge.

 

The provision for income taxes as a percentage of pre-tax income wasapproximately 32% in the first quarter of 2003, compared to approximately 36%in the first quarter of 2002.  Theeffective tax rate differs from statutory rates primarily as a result of state,local and foreign income taxes, and amortization of intangible assets, which isnot tax deductible.  The decrease in thetax rate is due to the impact of book-tax differences, which were consistent indollar amount, while pre-tax income decreased.

 

Net income from continuing operations approximated $1.0 million, or$0.05 per diluted common share, in the first quarter of 2003, compared to $2.2million, or $0.10 per diluted common share, in the prior year quarter.

 

Income from discontinued operations approximated $0.1 million in thefirst quarter of 2003, compared to $0.7 million in the first quarter of2002.  Income from discontinuedoperations declined primarily as a result of decreased sales of referenceproducts in the period.

 

The Company evaluates the performance of its segments based primarilyon revenues and EBITDA (earnings before interest, taxes, depreciation andamortization).  The Company believesthat EBITDA is the most useful measure of segment earnings because it moreclosely approximates the cash generating ability of the segments compared toincome from operations.  Income fromoperations includes charges for depreciation and amortization, the majority ofwhich relate to amortization of intangible assets.  The Company generally does not incur capital expenditures toreplace intangible assets within existing operations.

 

**SegmentReview**

 

*IP Group*

 

Revenues increased $0.7 million, or 4%, to $19.6 million from $18.9million.  The strongest areas of revenuegrowth included:  revenues from patentinformation subscriptions at MicroPatent, both as a result of the acquisitionof Aurigin in May 2002 and strong growth in core subscriptions; IP managementservices at MDC; and database and maintenance subscriptions at Liquent.  These revenue increases were partly offsetby a decline in software license sales and service revenues at Liquent.

 

13

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Income from operations decreased $1.2 million, or 28%, to $3.0 millionfrom $4.2 million.  Income fromoperations decreased at Liquent, due primarily to the revenue decreases notedabove and relatively stable operating expenses.  Income from operations decreased slightly at MicroPatent dueprimarily to costs associated with Aurigin. Income from operations increased at MDC, due to strong revenue growthand relatively stable operating expenses. EBITDA decreased $1.0 million, or 15%, to $5.7 million.  EBITDA margins approximated 29% in the firstquarter of 2003, compared to 36% in the first quarter of 2002.  The most significant factor in the decreasewas the decline in software license revenues at Liquent.

 

*ITL*

 

Revenues decreased $0.7million, or 23%, to $2.6 million from $3.3 million.  Revenues in this segment have been adversely impacted bydifficult market conditions in the IT market overall and unfavorable productrelease cycles in the IT certification area in particular.

 

Income from operations in thissegment increased $0.1 million to $0.2 million.  The increase is due primarily to lower amortization of intangibleassets, partially offset by decreased profit contribution from lowerrevenues.  Operating expenses werereduced by approximately $0.5 million.   EBITDA in this segment decreased $0.3 million, or 33%, to $0.6 millionfrom $0.9 million.  EBITDA marginsapproximated 23% in the first quarter of 2003, compared to 27% in the firstquarter of 2002.

 

*Reconciliation of Segment EBITDA to Income from Operations*

 

Areconciliation of EBITDA to income from operations for each segment follows:

*** ***
|                                  |   | **Three Months Ended  March 31,** |   |
|---------------------------------------|--------|-----------------------------------|--------|
| **(In thousands)**                    |   | **2003**                          |   | **2002** |   |
|                                  |   |                              |   |   |   |
| Intellectual Property                 |   |                              |   |   |   |
| EBITDA                                |   | $                                 | 5,735  |   | $ | 6,766 |   |
| Amortization of capitalized software  |   | (36                               | )      | — |   |
| Depreciation and amortization         |   | (2,703                            | )      | (2,612 | ) |
| Income from operations                |   | $                                 | 2,996  |   | $ | 4,154 |   |
|                                  |   |                              |   |   |   |
| Information technology learning       |   |                              |   |   |   |
| EBITDA                                |   | $                                 | 588    |   | $ | 879 |   |
| Amortization of capitalized software  |   | (33                               | )      | — |   |
| Depreciation and amortization         |   | (383                              | )      | (828 | ) |
| Income  from operations               |   | $                                 | 172    |   | $ | 51 |   |
|                                  |   |                              |   |   |   |
| Other                                 |   |                              |   |   |   |
| EBITDA                                |   | $                                 | (1,842 | ) | $ | (1,012 | ) |
| Depreciation and amortization         |   | (6                                | )      | (5 | ) |
| Early termination of credit agreement |   | 575                               |   | — |   |
| Loss from operations                  |   | $                                 | (1,273 | ) | $ | (1,017 | ) |

 

14

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**Liquidityand Capital Resources**

 

On February 27, 2003, the Company announcedit had reached a definitive agreement to sell its STI segment, comprised of CRCPress and its subsidiaries, for cash consideration of approximately $95million.  The transaction was completedon April 8, 2003.  The sale price issubject to a post-closing adjustment based on the closing date balance sheet ofCRC Press.  Approximately $3 million ofthe proceeds are being held in escrow related to representations and warrantiescontained in the asset sale agreement. These proceeds will become available to the Company in April 2004 unlessthe buyers have valid claims resulting from a breach of the representations andwarranties.  The proceeds from the saleof the STI segment, net of income taxes associated with the transaction, willbe used to finance future acquisitions and for general corporate purposes.  The Company currently does not have anyagreements, arrangements or understandings with respect to any prospective materialacquisitions.  Pending such uses, theproceeds will be invested in investment grade securities.

 

In March 2000, the Company sold approximately4.5 million shares of its common stock and received approximately $155 millionof net proceeds.  As of March 31, 2003,proceeds of approximately $148 million have been used from this offering tofund acquisitions in the Company’s information and publishing businesses.  The remaining net proceeds will be used tofinance future acquisitions and for general corporate purposes.  Pending such uses, the proceeds will beinvested in investment grade securities.

 

The Company’s Board of Directors authorized ashare repurchase program in October 2002, enabling the Company to repurchase upto $30 million of its common stock. Through May 14, 2003, the Company had purchased approximately $5.2million of its common stock.  TheCompany may use up to $24.8 million of cash and short-term investments in thefuture to purchase additional shares of its common stock.

 

Cash andequivalents, including short-term investments, totaled $70.2 million at March31, 2003 compared to $67.0 million at December 31, 2002.  Excluding cash, cash equivalents andshort-term investments, the Company’s continuing operations had a workingcapital deficit of $(22.9) million at March 31, 2003 compared to a workingcapital deficit of $(23.3) million at December 31, 2002.  Since the Company receives patent annuitypayments and subscription payments in advance, the Company’s existingoperations are expected to maintain very low or negative working capitalbalances, excluding cash and investments. Included in current liabilities at March 31, 2003, are obligationsrelated to patent annuity payments of approximately $23.8 million and deferredrevenue of approximately $23.7 million. In April 2003, the Company received cash proceeds in excess of $90million from the disposition of its STI segment.  While the Company expects to make income tax payments of $16 to$18 million associated with the gain on sale of its STI segment over the nextnine months, it currently has over $150 million in cash and short-terminvestments.

 

Cash generated from operating activities ofcontinuing operations was $3.7 million for the three months ended March 31,2003, derived from net income of $1.0 million plus non-cash charges of $3.3million and an increase in net operating assets of $0.6 million.  The increase in net operating assets isprimarily the result of decreased income taxes payable and increased accountsreceivable, primarily related to patent annuity payments at MDC, partiallyoffset by increased accounts payable and increased deferred revenue, primarilyrelated to subscription products at MicroPatent and Liquent.

 

15

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Cash provided by investingactivities from continuing operations was $4.1 million for the three monthsended March 31, 2003, due primarily to the sale of short term investments of$4.8 million.  Capital expenditures,including capitalized software costs, approximated $0.7 million in theperiod.  Excluding acquisitions ofbusinesses, the Company’s existing operations are not capital intensive.

 

Cash provided by financingactivities from continuing operations was immaterial.  The Company had no borrowing or repayment activity under theCredit Facility prior to its termination in March 2003.

 

Total cash provided bydiscontinued operations approximated $0.1 million.  Total cash from operating activities was $1.0 million, offset bycapital spending of approximately $0.8 million, including purchases of equipmentand capitalized pre-publication costs.

 

The Company believes that cashon hand and funds generated from operations will be sufficient to fund the cashrequirements of its existing operations for the foreseeable future.  The Company currently has no commitments formaterial capital expenditures. The Company may choose to obtain additionalcapital or financing to consummate future acquisitions.  Future operating requirements and capitalneeds may be subject to economic conditions and other factors, many of whichare beyond the Company’s control.

 

**Seasonality**

 

The Company does not believe its businesses havesignificant seasonality.  The Companymay experience fluctuations in revenues from period to period based on thetiming of acquisitions, new product launches and the timing of license sales.

 

**Effectsof Inflation**

 

The Company believes that inflation has not had amaterial impact on the results of operations presented herein.

 

**CriticalAccounting Policies**

 

The Company’s accountingpolicies are disclosed in the Company’s 2002 Annual Report on Form 10-K.  There have been no material changes to thesepolicies during the first three months of fiscal 2003.

 

**Forward-LookingStatements**

** **

Certain statements inthis report contain forward-looking statements, including, without limitation,statements relating to the Company’s plans, strategies, objectives,expectations, and intentions that are made pursuant to the “safe harbor”provisions of the Private Securities Litigation Reform Act of 1995. Readers arecautioned that forward-looking statements contained in this Form 10-Q should beread in conjunction with the Company’s disclosures under the heading*ImportantFactors Relating to Forward-Looking Statements*contained in theCompany’s 2002 Annual Report on Form 10-K.

 

16

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# **Item 3.            Quantitativeand Qualitative Disclosure About Market Risk**

 

*Interest Rate Risk*  - Prior to the termination of the CreditFacility in March 2003, the Company was subject to market risks arisingfrom changes in interest rates. Interest rate exposure results from changes in the Eurodollar or theprime rate, which were used to determine the interest rate applicable toborrowings under the Credit Facility. The Company had no outstanding borrowings under the Credit Facility atany time since its inception.

 

*Foreign Currency ExchangeRate Risk*-**The financial statements of the Company’sforeign subsidiaries are translated from the local currency into U.S.dollars.  Assets and liabilities aretranslated using current exchange rates, except certain accounts ofsubsidiaries whose functional currency is the U.S. dollar, and translationadjustments are accumulated in a separate component of stockholders’equity.  Revenue and expenses aretranslated at average monthly exchange rates, and translation adjustments arecharged and credited to income.  As such, theCompany’s operating results are affected by fluctuations in the value of theU.S. dollar compared to the British pound and the Euro.  During the quarter ended March 31,2003, the Company’s operating results include foreign exchange losses of$77,000.

 

A subsidiary of the Companyroutinely enters into forward contracts to acquire various internationalcurrencies in an effort to hedge foreign currency transaction exposures of itsoperations.  Such forward contracts havebeen designated as hedges for future annual patent payments to relatedinternational regulatory agencies.  AtMarch 31, 2003, the subsidiary of the Company had entered into forwardcontracts to acquire various international currencies, all having maturities ofless than three months, aggregating approximately $17,390,000.  Realized gains and losses relating to theforward contracts were immaterial for the quarter ended March 31, 2003.

 

The Company has only limited involvement withderivative financial instruments and does not use them for trading purposes.

 

# **Item 4.            Controlsand Procedures**

 

Based on their evaluation of the Company’s disclosure controls andprocedures as of a date within 90 days of the filing of this Report, the Chief Executive Officer and ChiefFinancial Officer have concluded that such controls and procedures areeffective.  There were no significantchanges in the Company’s internal controls or in other factors that could significantlyaffect such controls to the date of their evaluation.

 

17

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**INFORMATION HOLDINGS INC.**

**PART II. OTHER INFORMATION**

## ** **

**Item 1.            Legal Proceedings**

 

There have been no material developments in the legal proceedings reportedin the Company’s Annual Report of Form 10-K for the year ended December 31,2002.

## ** **

**Item 2.            Changes in Securities and Use of Proceeds**

 

The following report relates tothe Company’s secondary public stock offering:

 
| Commission  file number of registration statement:       |   | 333-30202      |        |
|----------------------------------------------------------|--------|----------------|-------------|
| Effective  Date:                                         |   | March 14, 2000 |        |
|                                                     |   |           |        |
| Expenses  incurred through March 31, 2003:               |   |           |        |
| Underwriting  discounts                                  |   | $              | 8,595,000   |   |
| Other  expenses                                          |   | $              | 522,000     |   |
| Total  expenses                                          |   | $              | 9,117,000   |   |
|                                                     |   |           |        |
| Application  of proceeds through March 31, 2003:         |   |           |        |
| Acquisitions  of businesses, titles and equity interests |   | $              | 147,827,000 |   |
| Temporary  investments                                   |   | $              | 7,173,000   |   |
| (Commercial  paper and money market funds)               |   |           |        |

 

**Item 6.    Exhibitsand Reports on Form 8-K**

 
| (a)    |   | Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 99.1   |   | Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 99.2   |   | Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (b)    |   | Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | On April 22, 2003, the Company  filed a Current Report on Form 8-K (the Form 8-K) reporting the April 8, 2003  sale, pursuant to an Asset Purchase Agreement dated February 27, 2003, of  substantially all of the assets and certain liabilities of its wholly owned  subsidiaries CRC Press LLC (“CRC Press LLC”), CRC Press (U.K.) LLC and  Parthenon Publishing Group, Inc. (together, CRC), to CRC Press I LLC and  Routledge No. 2 Limited, both wholly owned subsidiaries of Taylor &  Francis Group plc (together, “the Buyer”), for approximately $95,000,000 in  cash, subject to a post closing adjustment.   On May 7, 2003, the Company filed an amendment to the Form 8-K  containing the required pro forma condensed consolidated financial statements  of the Company. |

 

18

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**SIGNATURE**

 

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

 
|   |         |   | INFORMATION HOLDINGS INC.                                                              |
|--------|--------------|--------|----------------------------------------------------------------------------------------|
|   |         |   |                                                                                   |
|   |         |   |                                                                                   |
|   |         |   |                                                                                   |
| Date:  | May 14, 2003 |   | By:                                                                                    | /s/ Vincent A. Chippari |   |
|   |         |   | Vincent A. Chippari                                                                    |
|   |         |   | Executive Vice President and Chief  Financial Officer                                  |
|   |         |   |                                                                                   |
|   |         |   | Signing on behalf of the registrant and  as principal financial and accounting officer |

 

19

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**INFORMATION HOLDINGSINC.**

**QUARTERLYCERTIFICATION****BY CHIEF EXECUTIVEOFFICER**

 

I, Mason P. Slaine, certify that:

 
| 1.     | I have reviewed this quarterly report on  Form 10-Q of Information Holdings Inc.;                                                                                                                                                                                                                                                                                                                   |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 2.     | Based on my knowledge, this quarterly  report does not contain any untrue statement of a material fact or omit to  state a material fact necessary to make the statements made, in light of the  circumstances under which such statements were made, not misleading with  respect to the period covered by this quarterly report;                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 3.     | Based on my knowledge, the financial  statements, and other financial information included in this quarterly  report, fairly present in all material respects the financial condition,  results of operations and cash flows of the registrant as of, and for, the  periods presented in this quarterly report;                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 4.     | The registrant’s other certifying officers  and I are responsible for establishing and maintaining disclosure controls  and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant and we have:                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                  | designed such disclosure controls and  procedures to ensure that material information relating to the registrant,  including its consolidated subsidiaries, is made known to us by others within  those entities, particularly during the period in which this quarterly report  is being prepared; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                  | evaluated the effectiveness of the  registrant’s disclosure controls and procedures as of a date within 90 days  prior to the filing date of this quarterly report (the “Evaluation Date”);  and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                  | presented in this quarterly report our  conclusions about the effectiveness of the disclosure controls and procedures  based on our evaluation as of the Evaluation Date; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 5.     | The registrant’s other certifying officers and I  have disclosed, based on our most recent evaluation, to the registrant’s  auditors and the audit committee of registrant’s board of directors (or  persons performing the equivalent function):                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                  | all significant deficiencies in the design or  operation of internal controls which could adversely affect the registrant’s  ability to record, process, summarize and report financial data and have  identified for the registrant’s auditors any material weaknesses in internal  controls; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                  | any fraud, whether or not material, that involves  management or other employees who have a significant role in the registrant’s  internal controls; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 6.     | The registrant’s other certifying officers and I  have indicated in this quarterly report whether or not there were significant  changes in internal controls or in other factors that could significantly  affect internal controls subsequent to the date of our most recent  evaluation, including any corrective actions with regard to significant  deficiencies and material weaknesses. |

 
| Date: May 14, 2003 |                                  |
|--------------------|---------------------------------------|
|               |                                  |
|               | /s/ Mason P. Slaine                   |   |
|               | Mason P. Slaine                       |
|               | President and Chief Executive Officer |

 

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**INFORMATION HOLDINGSINC.**

**QUARTERLYCERTIFICATION BY CHIEF FINANCIAL OFFICER**

 

I, Vincent A. Chippari, certify that:

 
| 1.     | I have reviewed this quarterly report on  Form 10-Q of Information Holdings Inc.;                                                                                                                                                                                                                                                                                                                   |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 2.     | Based on my knowledge, this quarterly  report does not contain any untrue statement of a material fact or omit to  state a material fact necessary to make the statements made, in light of the  circumstances under which such statements were made, not misleading with  respect to the period covered by this quarterly report;                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 3.     | Based on my knowledge, the financial  statements, and other financial information included in this quarterly  report, fairly present in all material respects the financial condition,  results of operations and cash flows of the registrant as of, and for, the  periods presented in this quarterly report;                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 4.     | The registrant’s other certifying officers  and I are responsible for establishing and maintaining disclosure controls  and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant and we have:                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                  | designed such disclosure controls and  procedures to ensure that material information relating to the registrant,  including its consolidated subsidiaries, is made known to us by others within  those entities, particularly during the period in which this quarterly report  is being prepared; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                  | evaluated the effectiveness of the  registrant’s disclosure controls and procedures as of a date within 90 days  prior to the filing date of this quarterly report (the “Evaluation Date”);  and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                  | presented in this quarterly report our  conclusions about the effectiveness of the disclosure controls and procedures  based on our evaluation as of the Evaluation Date; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 5.     | The registrant’s other certifying officers and I  have disclosed, based on our most recent evaluation, to the registrant’s  auditors and the audit committee of registrant’s board of directors (or  persons performing the equivalent function):                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                  | all significant deficiencies in the design or  operation of internal controls which could adversely affect the registrant’s  ability to record, process, summarize and report financial data and have  identified for the registrant’s auditors any material weaknesses in internal  controls; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                  | any fraud, whether or not material, that involves  management or other employees who have a significant role in the registrant’s  internal controls; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 6.     | The registrant’s other certifying officers and I  have indicated in this quarterly report whether or not there were significant  changes in internal controls or in other factors that could significantly  affect internal controls subsequent to the date of our most recent  evaluation, including any corrective actions with regard to significant  deficiencies and material weaknesses. |

 
| Date: May 14, 2003 |                                                 |
|--------------------|------------------------------------------------------|
|               |                                                 |
|               | /s/ Vincent A. Chippari                              |   |
|               | Vincent A. Chippari                                  |
|               | Executive Vice President and Chief Financial Officer |

 

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