<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: MARCH 31, 2000
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 the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. |X| Yes |_| No
As of March 31, 2000, there were 21,540,661 shares of the Company's
common stock, par value $0.01 per share outstanding.
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<PAGE>
INFORMATION HOLDINGS INC.
-------------------------
INDEX
-----
PAGE NUMBER
PART I. FINANCIAL INFORMATION
- ------- ---------------------
Item 1. Financial Statements:
Consolidated Balance Sheets 1
As of March 31, 2000 (Unaudited) and December 31, 1999
Consolidated Statements of Operations (Unaudited) for the 2
Three Months Ended March 31, 2000 and 1999
Consolidated Statements of Cash Flows (Unaudited) for the 3
Three Months Ended March 31, 2000 and 1999
Notes to Consolidated Financial Statements (Unaudited) 4
Item 2. Management's Discussion and Analysis of Financial Condition 8
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 12
Item 6. Exhibits and Reports on Form 8-K 12
Signature 13
<PAGE>
INFORMATION HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
(Unaudited)
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 168,342 $ 7,551
Accounts receivable (NET OF ALLOWANCE FOR DOUBTFUL ACCOUNTS AND
SALES RETURNS OF $2,630 AND $2,621, RESPECTIVELY) 18,379 16,997
Inventories 5,316 5,078
Prepaid expenses and other current assets 2,597 2,173
Deferred income taxes 2,137 2,137
----------- -----------
Total current assets 196,771 33,936
Property and equipment, net 4,326 4,377
Pre-publication costs (NET OF ACCUMULATED AMORTIZATION OF $189 AND
$3,249, RESPECTIVELY) 3,203 3,478
Publishing rights and other identified intangible assets, net 76,820 78,260
Goodwill (NET OF ACCUMULATED AMORTIZATION OF $533 AND
$320, RESPECTIVELY) 15,416 15,629
Other assets 3,449 2,978
----------- -----------
TOTAL $ 299,985 $ 138,658
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of capitalized lease obligations $ 282 $ 279
Accounts payable 17,503 13,339
Accrued expenses 3,260 3,360
Accrued income taxes 1,456 2,119
Royalties payable 622 1,304
Deferred subscription revenue 10,515 9,280
----------- -----------
Total current liabilities 33,638 29,681
Capital leases 2,341 2,415
Deferred income taxes 14,765 14,976
Other long-term liabilities 699 651
----------- ------------
Total liabilities 51,443 47,723
----------- -----------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 1,000,000 shares
authorized; none issued $ - $ -
Common stock, $.01 par value; 50,000,000 shares
authorized; 21,540,661 issued at March 31, 2000
and 16,953,550 at December 31, 1999 215 170
Additional paid-in capital 240,881 84,874
Retained earnings 7,446 5,891
----------- -----------
Total stockholders' equity 248,542 90,935
----------- -----------
TOTAL $ 299,985 $ 138,658
=========== ===========
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
-1-
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INFORMATION HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(IN THOUSANDS EXCEPT PER SHARE DATA)
THREE MONTHS ENDED
MARCH 31,
2000 1999
------------ -----------
Revenues $ 16,090 $ 12,055
Cost of sales 4,570 3,201
------------ ----------
Gross profit 11,520 8,854
------------ ----------
Operating expenses:
Selling, general and administrative 6,896 6,582
Depreciation and amortization 2,190 1,002
------------ -----------
Total operating expenses 9,086 7,584
------------ ----------
Income from operations 2,434 1,270
------------ ----------
Other income (expense):
Interest income 443 611
Interest expense (145) (69)
------------- ----------
Income before income taxes 2,732 1,812
Provision for income taxes 1,177 700
------------ ----------
Net income $ 1,555 $ 1,112
============ ==========
Basic and diluted per common share amounts:
Net income $ 0.09 $ 0.07
============ ==========
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
-2-
<PAGE>
INFORMATION HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 1,555 $ 1,112
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 441 365
Amortization of goodwill and other intangibles 1,749 653
Amortization of pre-publication costs 496 660
Deferred income taxes (211) -
Other 36 -
Changes in operating assets and liabilities:
Accounts receivable, net (1,382) 3,015
Inventories (238) (523)
Prepaid expenses and other current assets (424) (884)
Accounts payable and accrued expenses 3,401 (1,385)
Royalties payable (682) (462)
Deferred subscription revenue 1,235 (43)
Other, net (456) (180)
------------- --------------
Net Cash Provided by Operating Activities 5,520 2,328
------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment - 11
Purchases of property and equipment (382) (498)
Pre-publication costs (234) (270)
Acquisitions of businesses and titles (94) (3,542)
------------- --------------
Net Cash Used in Investing Activities (710) (4,299)
------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock in public offering 155,000 -
Common stock issued from stock options exercised 1,052 -
Principal payments on capital leases (71) (67)
------------- --------------
Net Cash Provided by (Used in) Financing Activities 155,981 (67)
------------- --------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 160,791 (2,038)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 7,551 57,270
------------- --------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 168,342 $ 55,232
============= ==============
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
-3-
<PAGE>
INFORMATION HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
A. BASIS OF PRESENTATION
The consolidated balance sheet of Information Holdings Inc. (IHI , or
the Company) at December 31, 1999 has been derived from IHI's Annual
Report on Form 10-K for the year then ended. All other consolidated
financial statements contained herein have been prepared by IHI and are
unaudited. The financial statements should be read in conjunction with
the financial statements for the year ended December 31, 1999 and the
notes thereto contained in IHI's Annual Report on Form 10-K.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Rule 10-01 of Regulation S-X for interim
financial statements required to be filed with the Securities and
Exchange Commission and do not include all information and footnotes
required by generally accepted accounting principles for complete
financial statements. However, in the opinion of management, the
accompanying unaudited consolidated financial statements contain all
adjustments, consisting only of normal recurring adjustments, necessary
to present fairly the consolidated financial position of IHI as of
March 31, 2000, and the consolidated results of their operations and
their cash flows for the periods presented herein. Results for the
three months ended March 31, 2000 are not necessarily indicative of the
results to be expected for the full fiscal year.
B. INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out
method) or market. Inventories at March 31, 2000 and December 31, 1999
consist solely of finished goods. The vast majority of inventories are
books, which are reviewed periodically on a title-by-title basis for
salability. The cost of inventory determined to be impaired is charged
to income in the period of determination.
C. PRE-PUBLICATION COSTS
Certain expenses related to books, primarily comprised of design and
other pre-production costs, are deferred and charged to expense over
the estimated product life. These costs are primarily amortized over a
four-year period following release of the applicable book, using an
accelerated amortization method. During 2000 and 1999, the Company
removed from its Balance Sheets fully amortized Pre-publication costs
with a cost of approximately $3,554,000 and $1,645,000, respectively.
-4-
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INFORMATION HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
D. SECONDARY OFFERING
On March 14, 2000, the Securities and Exchange Commission declared
effective the Company's registration statement on Form S-3, pursuant to
which the Company completed a public offering on March 20, 2000 of
4,500,000 shares of its common stock at a price of $36.50 per share.
The net proceeds to the Company, after deducting underwriting
discounts, commissions and offering expenses was approximately
$155,000,000. The net proceeds from this offering will be used to
develop and market the CorporateIntelligence.com website, to finance
future acquisitions and for general corporate purposes.
E. EARNINGS PER SHARE DATA
The following table sets forth the computation of basic and diluted
earnings per share for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA) 2000 1999
Basic:
<S> <C> <C>
Net income $ 1,555 $ 1,112
Average shares outstanding 17,567 16,943
----------- ----------
Basic EPS $ 0.09 $ 0.07
=========== ==========
Diluted:
Net income $ 1,555 $ 1,112
=========== ==========
Average shares outstanding 17,567 16,943
Net effect of dilutive stock options -
based on the treasury stock method 301 156
----------- -----------
Total 17,868 17,099
=========== ==========
Diluted EPS $ 0.09 $ 0.07
=========== ==========
</TABLE>
During the first quarter of 2000, employees exercised stock options to
acquire 87,111 shares at an exercise price of between $12.00 and
$16.25 per share.
-5-
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INFORMATION HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
F. ACQUISITIONS
The pro forma unaudited results of operations for the three months
ended March 31, 1999, assuming consummation of the 1999 acquisitions of
MDC and Faxpat as of January 1, 1999 are as follows:
THREE MONTHS ENDED
MARCH 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA) 1999
Revenues $ 15,022
Net income 719
Basic earnings per common share $ 0.04
=============
Diluted earnings per common share $ 0.04
=============
These pro forma results of operations have been prepared for
comparative purposes only and do not purport to be indicative of the
operating results that would have occurred had the acquisitions been
consummated as of the above date, nor are they necessarily indicative
of future operating results.
G. SEGMENT INFORMATION
The Company has identified the following two reportable segments:
intellectual property (IP) and scientific and technology information
(STI). The intellectual property segment, through its
CorporateIntelligence.com unit, which includes MicroPatent and MDC,
provides a broad array of databases, information products and
complementary services for intellectual property professionals. The
scientific and technology information segment is CRC Press, which
publishes professional and academic books, journals, newsletters and
electronic databases covering areas such as life sciences,
environmental sciences, engineering, mathematics, physical sciences and
business.
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------------------- --------------------------
SEGMENT SEGMENT
IP STI IP STI
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues from external customers $ 7,245 $ 8,845 $ 2,685 $ 9,370
EBITDA 3,244 2,241 1,030 2,223
Operating income 1,562 1,238 523 1,069
Segment assets 96,341 40,108 8,268 41,459
</TABLE>
-6-
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INFORMATION HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
A reconciliation of combined EBITDA for the intellectual property and
scientific and technology information segments to consolidated income
before income taxes is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------------
(IN THOUSANDS) 2000 1999
<S> <C> <C>
Total EBITDA for reportable segments $ 5,485 $ 3,253
Corporate expenses (365) (321)
Interest income 298 542
Depreciation and amortization (1) (2,686) (1,662)
============= ==============
Income before income taxes $ 2,732 $ 1,812
============= ==============
</TABLE>
(1) Depreciation and amortization includes $496,000 and $660,000 of
amortization of pre-publication costs, included in operations in cost
of sales for each of the three month periods ended March 31, 2000 and
1999, respectively.
H. SUBSEQUENT EVENTS
On April 25, 2000, the stockholders of the Company approved a 500,000
share increase in the number of shares reserved for issuance under the
Company's 1998 Stock Option Plan to a total of 1,366,886 shares
reserved for issuance.
On May 3, 2000, the Company announced the formation of an alliance with
Intellectual Property Technology Exchange, Inc. (TechEx) to jointly
develop and market products to address the online needs of the $100
billion technology licensing industry. As part of the alliance, the
Company acquired a 22% equity interest in TechEx for cash consideration
of approximately $2,000,000. TechEx is a global leader in intellectual
property exchange for the biomedical industry.
-7-
<PAGE>
INFORMATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
Three Months Ended March 31, 2000 Compared to
THREE MONTHS ENDED MARCH 31, 1999
- ---------------------------------------------
REVENUES. In the first quarter of 2000, the Company had revenues of
$16.1 million compared with revenues of $12.1 million in the first quarter of
1999, an increase of $4.0 million or 33.5%. The increase in revenues is
primarily due to an increase in Internet-based sales of patent information of
approximately $1.3 million at MicroPatent and an increase of $0.7 million in
sales of patent file histories at Optipat and Faxpat, businesses acquired in
fiscal 1999. Revenues at Master Data Center, which was acquired in August, 1999
amounted to $2.4 million for the three months ended March 31, 2000. These
increases were partially offset by a decline of $0.3 million in international
book sales at CRC Press. The Company terminated an international distribution
agreement in January 2000, and was contractually restricted from selling many of
its scientific information products internationally for a 45-day period.
International revenues are expected to increase from first quarter levels
beginning in the second quarter.
COST OF SALES. Cost of sales increased $1.4 million or 42.8% to $4.6
million in the first quarter of 2000 compared to $3.2 million in the
corresponding quarter in 1999. Cost of sales expressed as a percentage of
revenues in the first quarter of 2000 increased to 28.4% from 26.6% for the
corresponding quarter of 1999. The increase in the cost of sales percentage over
the comparable period in 1999 is primarily attributable to the acquisition of
MDC, which has lower gross margins than the other existing units. CRC Press
gross margins were consistent with the prior year, while gross margins increased
at MicroPatent, due to product mix and the successful integration of acquired
businesses.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (S,G&A). S,G&A expenses
increased $0.3 million or 4.8% in the first three months of 2000, to $6.9
million from $6.6 million in the first three months of 1999. Increased S,G&A
expenses relate primarily to operating expenses of businesses acquired in 1999
and development expenses of CorporateIntelligence.com, partly offset by a
decline in selling costs at CRC Press. S,G&A expenses as a percentage of
revenues decreased to 42.9% in the first quarter of 2000, compared with 54.6% in
the corresponding 1999 period.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization in the
first quarter of 2000 increased $1.2 million, or 118.6%, to $2.2 million from
$1.0 million in the corresponding quarter in 1999, primarily as a result of the
amortization of intangible assets of businesses acquired in fiscal 1999.
INTEREST INCOME (EXPENSE). Interest income (expense) decreased to $0.3
million from $0.5 million due primarily to the use of the proceeds from the
initial public offering for acquisitions during the last half of 1999.
INCOME TAXES. The provision for income taxes as a percentage of pre-tax
income for the three months ended March 31, 2000 is 43.1%, which differs from
the statutory rate primarily as a result of state and local income taxes and
non-deductible amortization in excess of the purchase price over net assets
acquired. This compares with an effective tax rate of 38.6% in the prior year
period.
-8-
<PAGE>
INFORMATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
LIQUIDITY AND CAPITAL RESOURCES:
In the first quarter of fiscal 2000, the Company sold 4,500,000 shares
of its common stock in a public offering for approximately $155.0 million of net
proceeds. The proceeds from this offering will be used for the development and
marketing of the CorporateIntelligence.com website, to finance future
acquisitions, and for general corporate purposes. The Company does not have any
agreements, arrangements or understandings with respect to any prospective
material acquisitions. Pending such uses, the proceeds will be invested in
short-term, investment grade securities.
On September 24, 1999, the Company entered into a seven-year revolving
credit facility in an amount not to exceed $50,000,000 initially, including a
$10,000,000 sublimit for the issuance of standby letters of credit (the Credit
Facility). The proceeds from the Credit Facility are intended to be used to fund
acquisitions, to meet short-term working capital needs and for general corporate
purposes.
Borrowings under the Credit Facility bear interest at either the higher
of the bank's prime rate and one-half of 1% in excess of the overnight federal
funds rate plus a margin of 0.50% to 1.25% or the Eurodollar Rate plus a margin
of 1.5% to 2.25%, depending on the Company's ratio of indebtedness to earnings
before interest, taxes, depreciation and amortization. The Company also pays a
commitment fee of 0.375% on the unused portion of the Credit Facility. As of
March 31, 2000, the Company had no outstanding borrowings under the Credit
Facility.
Under the terms of the Credit Facility, the Company is required to
maintain certain financial ratios related to fixed charge coverage, leverage and
interest coverage, in addition to certain other covenants. As of March 31, 2000,
the Company was in compliance with all covenants.
Cash and cash equivalents totaled $168.3 million at March 31, 2000
compared to $7.6 million at December 31, 1999. Excluding cash and cash
equivalents, the Company had working capital deficit of $(5.2) million at March
31, 2000 compared to working capital deficit of $(3.3) million at December 31,
1999. Since the Company receives patent annuity payments and subscription
payments in advance, the Company's existing operations are expected to maintain
very low or negative working capital balances, excluding cash. Included in
current liabilities at March 31, 2000 are obligations related to patent annuity
payments and deferred subscription revenue of approximately $26.1 million.
Cash generated from operating activities was $5.5 million for the three
months ended March 31, 2000, derived from net income of $1.6 million plus
non-cash charges of $2.5 million plus an increase in operating liabilities, net
of assets of $1.4 million. This increase in net operating liabilities is
primarily the result of an increase in patent annuity payments and advance
subscription payments, offset by an increase in customer receivables and the
payment of expenses related to book publishing operations.
Cash used in investing activities was $0.7 million for the three months
ended March 31, 2000 due to capital expenditures, including pre-publication
costs of $0.6 million and acquisition costs of $0.1 million. Excluding
acquisitions of businesses and titles, the Company's existing operations are not
capital intensive.
-9-
<PAGE>
INFORMATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Cash generated from financing activities was $156.0 million for the
three months ended March 31, 2000, and primarily related to net cash proceeds
received from the issuance of common stock as a result of the Company's
secondary stock offering of 4,500,000 shares at a price of $36.50 per share. See
Note D - SECONDARY OFFERING. The Company has no outstanding debt obligations as
of March 31, 2000 related to the new Credit Facility.
The Company believes that funds generated from operations, together
with cash on hand and borrowings available under its Credit Facility will be
sufficient to fund the cash requirements of its existing operations for the
foreseeable future. The Company currently has no commitments for material
capital expenditures. For the year 2000, the Company expects to incur
expenditures of up to $20.0 million in connection with the rollout of
CorporateIntelligence.com. Actual expenditures may vary depending on the timing
of the commercial rollout, the development and integration of the databases, the
hiring of additional technical staff and market acceptance of this web site, as
well as other factors. Future operating requirements and capital needs may be
subject to economic conditions and other factors, many of which are beyond the
Company's control.
SEASONALITY
The Company's business is somewhat seasonal, with revenues typically
reaching slightly higher levels during the third and fourth quarters of each
calendar year, based on historical publication schedules. In 1999, 32% of the
Company's revenues were generated during the fourth quarter with the first,
second and third quarters accounting for 21%, 22% and 25% of revenues,
respectively. In addition, the Company may experience fluctuation in revenues
from period to period based on the timing of acquisitions and new product
launches.
EFFECTS OF INFLATION
The Company believes that inflation has not had a material impact on
the results of operations presented herein.
FORWARD-LOOKING STATEMENTS
The information above contains 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 are cautioned that forward-looking statements contained in this Form
10-Q should be read in conjunction with the Company's disclosures under the
heading IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS contained in
the Company's 1999 Annual Report on Form 10-K.
-10-
<PAGE>
INFORMATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes.
The Company may be subject to market risks arising from changes in
interest rates. Interest rate exposure results from changes in the Eurodollar or
the prime rate, which are used to determine the interest rate applicable to
borrowings under the Credit Facility. As of March 31, 2000, the Company had no
outstanding borrowings under the Credit Facility.
The Company routinely enters into forward contracts to acquire various
international currencies in an effort to hedge foreign currency transaction
exposures of its operations. At March 31, 2000, the Company had entered into
forward contracts, all having maturities of less than three months, to acquire
various international currencies, aggregating $9,435,000. Realized gains and
losses relating to the forward contracts were immaterial for the three months
ended March 31, 2000.
-11-
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITES AND USE OF PROCEEDS
The following report relates to the Company's secondary public offering:
<TABLE>
<CAPTION>
<S> <C>
Commission file number of registration statement: 333-30202
Effective Date: March 14, 2000
Offering Date: March 14, 2000
Offering terminated? Yes, prior to the sale of all
securities registered (over-
allotment was not exercised)
Managing underwriters: Merrill Lynch & Co.,
Morgan Stanley Dean Witter,
and Thomas Weisel Partners.
Class of securities: Common stock, par value $.01
Amount registered: 5,175,000 shares (for account
of the Company only)
Aggregate price of amount registered (high end of pricing range): $ 144,790,750
Amount sold: 4,500,000 shares
Aggregate price of amount sold: $ 164,250,000
Expenses incurred through March 31, 2000:
Underwriting discounts $ 8,595,000
Other expenses (estimated) $ 655,000
Total expenses (estimated) $ 9,250,000
Amount of expenses paid to directors, officers,
associates thereof, 10% holders or affiliates: None
Net offering proceeds: $ 155,000,000
Application of proceeds through March 31, 2000:
Temporary investments (US Treasury Bills) $ 155,000,000
Amount of proceeds paid to directors, officers
associates thereof, 10% holders or affiliates: None
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
Current Report on Form 8-K, dated February 19, 2000.
Current Report on Form 8-K, dated February 29, 2000.
Current Report on Form 8-K, dated March 15, 2000.
-12-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INFORMATION HOLDINGS INC.
Date: MAY 15, 2000 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
-13-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 168,342
<SECURITIES> 0
<RECEIVABLES> 21,009
<ALLOWANCES> 2,630
<INVENTORY> 5,316
<CURRENT-ASSETS> 196,771
<PP&E> 8,240
<DEPRECIATION> 3,914
<TOTAL-ASSETS> 299,985
<CURRENT-LIABILITIES> 33,638
<BONDS> 2,341
0
0
<COMMON> 215
<OTHER-SE> 248,327
<TOTAL-LIABILITY-AND-EQUITY> 299,985
<SALES> 16,090
<TOTAL-REVENUES> 16,090
<CGS> 4,570
<TOTAL-COSTS> 4,570
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 92
<INTEREST-EXPENSE> 145
<INCOME-PRETAX> 2,732
<INCOME-TAX> 1,177
<INCOME-CONTINUING> 1,555
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,555
<EPS-BASIC> 0.09
<EPS-DILUTED> 0.09
</TABLE>
