<Page>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended December 31, 2001

--------------------------------------------------------------------------------
                                       or

| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from                       to
                               ---------------------    ------------------------
Commission file number:
                        --------------------------------------------------------

                                 HOOVER'S, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                    74-2559474
--------------------------------------------------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

5800 Airport Blvd, Austin, Texas                           78752
-------------------------------------------------- -----------------------------
(Address of principal executive offices)                (Zip Code)

                                 (512) 374-4500
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
   report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 December 31, 2001, 15,235,424 shares of the registrant's common stock
were outstanding, net of 599,354 shares of Treasury Stock.
--------------------------------------------------------------------------------

<Page>

<Table>
<Caption>
                                                                                             PAGE
                                                                                            NUMBER
                                                                                            ------

<S>                                                                                         <C>
PART I.  FINANCIAL INFORMATION

ITEM 1     Financial Statements (Unaudited)

           Consolidated Balance Sheets as of December 31, 2001, and March 31, 2001............2

           Consolidated Statements of Operations for the three and nine months ended
               December 31, 2001 and 2000.....................................................3

           Consolidated Statements of Cash Flows for the nine months ended
               December 31, 2001 and 2000.....................................................4

           Notes to Consolidated Financial Statements.........................................5

ITEM 2     Management's Discussion and Analysis of
               Financial Condition and Results of Operations..................................7

ITEM 3     Quantitative and Qualitative Disclosures About Market Risk........................23

PART II.   OTHER INFORMATION

ITEM 1     Legal Proceedings ................................................................23

ITEM 2     Properties........................................................................23

ITEM 3     Defaults Upon Senior Securities ..................................................23

ITEM 4     Submission of Matters to a Vote of Securities Holders ............................23

ITEM 5     Other Information ................................................................23

ITEM 6     Exhibits and Reports on Form 8-K..................................................23
</Table>


                                       1
<Page>

PART I:   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS

                                 HOOVER'S, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<Table>
<Caption>
                                                                                         DECEMBER 31, 2001   MARCH 31, 2001
                                                                                         -----------------   --------------
                                                                                            (UNAUDITED)
<S>                                                                                      <C>                 <C>

ASSETS
Current assets:

  Cash and cash equivalents .............................................................      $ 31,165       $ 30,533
  Accounts receivable, less allowance for doubtful accounts of  $444 and $1,288 at
        December 31 and March 31, 2001, respectively ....................................         2,879          4,352
  Book inventory, less allowances for excess and obsolete inventory of $5 and $46 at
        December 31 and March 31, 2001, respectively ....................................           200            120
  Prepaid expenses and other current assets .............................................           572            472
                                                                                               -----------------------

Total current assets ....................................................................        34,816         35,477
Property, plant and equipment:
  Furniture and fixtures ................................................................         1,423          1,434
  Computer and office equipment .........................................................         6,444          6,786
  Capitalized web site development costs ................................................         1,016          1,812
  Leasehold improvements ................................................................         1,313            914
  Equipment under capital lease .........................................................            --            147
                                                                                               -----------------------

  Less accumulated depreciation .........................................................        (5,616)        (4,333)
                                                                                               -----------------------

Total property, plant and equipment .....................................................         4,580          6,760

Intangible assets .......................................................................            77          6,315
Other assets ............................................................................           148          2,610
                                                                                               -----------------------
Total assets ............................................................................      $ 39,621       $ 51,162
                                                                                               =======================


Current liabilities:
  Accounts payable and commissions ......................................................           823          1,834
  Accrued expenses ......................................................................         4,009          3,422
  Notes payable .........................................................................            --          1,015
  Deferred revenue ......................................................................         7,182          5,235
                                                                                               -----------------------
Total current liabilities ...............................................................        12,014         11,506

Obligations under capital leases, less current portion ..................................            --             31
                                                                                               -----------------------

Total liabilities .......................................................................        12,014         11,537

Stockholders' equity:
  Common stock, $.01 par value, 50,000,000 and 150,000,000 shares authorized, 15,834,778
      and 15,755,328 shares issued at December 31 and March 31, 2001, respectively ......           158            158
  Preferred stock, $.01 par value, 10,000,000 shares authorized, no shares issued at
      December 31, 2001 and March 31, 2001, respectively ................................            --             --
  Additional paid-in capital ............................................................        95,939         95,535
  Unearned stock compensation ...........................................................          (119)          (331)
  Cumulative translation adjustment .....................................................           (57)           (25)
  Accumulated deficit ...................................................................       (66,974)       (55,106)
  Treasury stock at cost -- 599,354 shares and 323,500 shares at December 31 and March 31,
      2001, respectively ................................................................        (1,340)          (606)
                                                                                               -----------------------
Total stockholders' equity ..............................................................        27,607         39,625
                                                                                               -----------------------
Total liabilities and stockholders' equity ..............................................      $ 39,621       $ 51,162
                                                                                               =======================
</Table>

         SEE ACCOMPANYING NOTES.


                                       2
<Page>

                                 HOOVER'S, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<Table>
<Caption>
                                                              THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                       ---------------------------------------------------------------

                                                       DECEMBER 31,       DECEMBER 31,       DECEMBER 31,       DECEMBER 31,
                                                       ------------       ------------       ------------       ------------
                                                            2001               2000               2001              2000
                                                            ----               ----               ----              ----
<S>                                                    <C>                <C>                <C>                <C>
Revenues:
  Subscriptions .................................      $      5,309       $      3,886       $     15,693       $     10,378
  Advertising and e-commerce ....................             1,501              3,508              4,550              9,605
  Licensing .....................................               717                911              2,483              2,323
  Publishing, net ...............................               360                355                828                734
                                                       ---------------------------------------------------------------------

Net revenues ....................................             7,887              8,660             23,554             23,040
  Cost of revenues ..............................            (2,511)            (3,883)            (8,127)           (10,146)
                                                       ---------------------------------------------------------------------

Gross profit ....................................             5,376              4,777             15,427             12,894

Expenses:
  Product development ...........................               368                687              1,842              1,963
  Sales and marketing ...........................             2,406              5,464              6,939             14,720
  General and administrative ....................             2,708              3,456             10,230             10,086
  Amortization and impairment of goodwill and
      intangibles ...............................                12              1,297              6,238              2,153
  Non-cash compensation .........................                66                229                507                546
                                                       ---------------------------------------------------------------------
Total expenses ..................................             5,560             11,133             25,756             29,468
                                                       ---------------------------------------------------------------------

Operating loss ..................................              (184)            (6,356)           (10,329)           (16,574)
Interest income .................................               226                602                915              2,126
Interest expense ................................                (1)               (51)               (26)               (92)
Gain (loss) on strategic investments ............                81               (300)            (2,428)              (995)
                                                       ---------------------------------------------------------------------
Net income (loss) ...............................      $        122       $     (6,105)      $    (11,868)      $    (15,535)
                                                       =====================================================================

Basic earnings (loss) per share .................      $       0.01       $      (0.39)      $      (0.77)      $      (1.08)
                                                       =====================================================================

Diluted earnings (loss) per share ...............      $       0.01       $      (0.39)      $      (0.77)      $      (1.08)
                                                       =====================================================================

Shares used in computation of earnings (loss) per
share
Basic ...........................................        15,241,091         15,496,728         15,405,313        14,358,376
Diluted .........................................        15,714,390         15,496,728         15,405,313        14,358,376
</Table>

SEE ACCOMPANYING NOTES.


                                       3
<Page>

                                 HOOVER'S, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                     Nine Months Ended December 31,
                                                                                         2001                 2000
                                                                              ----------------------------------------

<S>                                                                                     <C>                  <C>
Operating activities

Net loss......................................................................          $(11,868)            $(15,535)
Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation................................................................             2,373                2,364
  Amortization................................................................               432                1,696
  Impairment of goodwill and intangibles......................................             5,807                   --
  Impairment of investments...................................................             2,508                  995
  Gain (loss) on sale of investments..........................................                81                   --
  Non-cash compensation.......................................................               295                   --
  Non-cash write-down of software.............................................               730                   --
  Amortization of unearned stock compensation.................................               212                  546
  Provision for doubtful accounts.............................................               561                   --

  Changes in operating assets and liabilities:
     Accounts receivable......................................................               911               (4,473)
     Inventories..............................................................               (80)                (104)
     Prepaid expenses and other current assets................................              (100)                (292)
     Other assets.............................................................              (177)              (3,795)
     Accounts payable and commissions.........................................            (1,017)              (2,200)
     Accrued expenses.........................................................               585                2,298
     Other liabilities........................................................                --                   41
     Deferred revenue.........................................................             1,947                  753
                                                                              ----------------------------------------
Net cash provided by (used in) operating activities...........................             3,200              (17,706)

Investing activities
Purchases of property, plant and equipment....................................              (923)              (5,528)
Purchase of business, net of cash acquired....................................                --               (2,190)
Sales of short-term securities................................................                50               14,043
                                                                              ----------------------------------------

Net cash provided by (used in) investing activities...........................              (873)               6,325

Financing activities
Payments on notes payable.....................................................            (1,014)              (2,517)
Payments on capital leases....................................................               (25)                 (39)
Net proceeds from capital stock transactions..................................               110                5,397
Purchase of treasury stock....................................................              (734)                  --
                                                                              ----------------------------------------

Net cash provided by (used in) financing activities...........................            (1,663)               2,841
Change in cumulative translation adjustment...................................               (32)                 (10)
Increase (decrease) in cash and cash equivalents..............................               632               (8,550)
Cash and cash equivalents at beginning of period..............................            30,533               42,881

Cash and cash equivalents at end of period....................................           $31,165              $34,331
</Table>

SEE ACCOMPANYING NOTES.


                                       4
<Page>

                                 HOOVER'S, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       BASIS OF PRESENTATION

         The interim financial statements for the three and nine months ended
December 31, 2001 and 2000, have been prepared by us pursuant to the rules and
regulations of the Securities and Exchange Commission (the SEC). Accordingly,
they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. These statements are unaudited and, in the opinion of management,
include all adjustments (consisting of normal recurring adjustments and
accruals) necessary to present fairly the results for the periods presented. The
results of operations for such periods are not necessarily indicative of the
results expected for a full year or for any future period. All material
intercompany accounts and transactions have been eliminated in consolidation.

         The balance sheet at December 31, 2001, has been derived from the
unaudited financial statements at that date but does not include all of the
information and footnotes required by accounting principles generally accepted
in the United States.

         For further information, refer to the financial statements and related
notes included in our Annual Report filed on Form 10-K.

2.       NET EARNINGS (LOSS) PER SHARE

         Basic net earnings (loss) per share is computed by dividing net
earnings (loss) available to common stockholders by the weighted average number
of common shares outstanding during the period, excluding shares subject to
repurchase. Diluted earnings per share is calculated by dividing net earnings by
the weighted average number of common shares used in the basic earnings per
share calculation plus the number of common shares that would be issued assuming
conversion of all potentially dilutive common shares outstanding.

3.       RECLASSIFICATIONS

         Reclassifications have been made to the prior year financial statements
to conform to the current year presentation.

4.       CAPITAL STOCK AND STOCK PLANS

         During the quarters ended December 31, 2001 and 2000, $66,000 and
$229,000 were amortized to non-cash compensation expense, respectively. The
remaining unearned compensation will be recognized as non-cash compensation
expense over the remaining vesting period of the options of approximately one
year. Included in the nine months ended December 31, 2001, non-cash compensation
expense is a charge of $295,000 related to the acceleration of vesting of and
the extension of time to exercise certain options associated with the
resignation of Patrick Spain as the Company's Executive Chairman. Mr. Spain
remains the Company's Chairman of the Board of Directors. This charge was
recognized during the quarter ended September 30, 2001.

5.       STOCK BUYBACK

         On December 22, 2000, Hoover's announced it had received Board approval
of a plan to buy back up to 10% of the outstanding shares of its common stock,
representing approximately 15 million shares, based on the price prevailing from
time to time and general market conditions. In the quarter ended December 31,
2001, Hoover's repurchased 50,521 shares at an average price of $2.76 per share.
From the inception of the program through December 31, 2001, 449,354 shares have
been repurchased, at an average price of $2.65, increasing total Treasury Stock
to 599,354 shares.


                                       5
<Page>

6.       BUSINESS COMBINATION AND IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS

         We recorded $25.5 million in goodwill and other intangibles related to
our purchase of Powerize.com, which was completed in August 2000. After the
acquisition, primarily due to changes in the outlook for advertising and the
decline in the market for the sale of advertising on newsletters served by
Powerize, the Company determined that the value of key assets acquired was
impaired and recorded an impairment charge of $15.4 million in the fourth
quarter of the prior fiscal year. Subsequent events involving the decision to
discontinue the NewsStand and Hoover's Intelligence Monitor products indicated
further impairment and as a result, we further reduced the carrying amount of
these intangible assets in the first fiscal quarter of 2002. In addition to
recording $407,000 of amortization expense in the June quarter, we recorded an
impairment charge of $5.8 million during that quarter to write down the goodwill
and other intangibles. As of December 31, 2001, we have $77,000 of net
intangibles and no goodwill.

7.       RESTRUCTURING ACTIVITY

         During the quarter ended September 30, 2001, we reduced headcount by
approximately 20% through a combination of attrition, a reduction in staff in
the United States and the closing of the London office (Hoover's Online Europe
Limited). This resulted in the termination of approximately 30 employees,
primarily in product, general and administrative and sales positions. Severance
and other costs associated with the resignation of an executive and other costs
associated with the headcount reduction are included in the table below and will
be paid over the next four quarters. These actions resulted in a one-time
restructuring charge of $1.5 million which was included primarily in general and
administrative expenses, with minimal employee separation costs included in
product development and sales and marketing expense. There was also a one-time
write down of furniture and equipment of approximately $200,000 associated with
the office in London which is reflected in higher depreciation for the September
quarter. The company continues to serve non-U.S. markets through a sales agency,
the Internet and telesales. Other cost reductions were concentrated in general
and administrative and other areas that do not directly contribute to revenue.
The following table presents the allocation of the expenses accrued and the
remaining restructuring accruals as of December 31, 2001 (in thousands).


<Table>
<Caption>
                                                                  EMPLOYEE
                                                                 SEPARATION
                                               FACILITY           AND OTHER
                                            CONSOLIDATION           COSTS            OTHER            TOTAL
                                           -----------------    --------------    -------------    ------------
<S>                                         <C>                  <C>                 <C>              <C>
 Balance at September 30, 2001......               $ 30               $ 312            $ 363           $ 705
     Cash activity..................                (15)                (75)            (224)           (314)
     Non-cash activity..................            --                  --               --              --
                                           -----------------    --------------    -------------    ------------
 Balance at December 31, 2001......                $ 15               $ 237            $ 139           $ 391
                                           =================    ==============    =============    ============
</Table>


8.       RELATED PARTY TRANSACTIONS

         We purchase certain information included in our database from a
subsidiary of a stockholder. Hoover's paid approximately $83,000 and $212,000
during the three months ended December 31, 2001 and 2000, respectively. We had
outstanding amounts payable of approximately $111,000 and $75,000 at December
31, 2001, and March 31, 2001, respectively, to this vendor.

         We have a commitment from a stockholder to purchase from us at least
$2.0 million of advertising, subscriptions, sponsorships, content licensing or
other services through April 30, 2004. As of December 31, 2001, approximately
$900,000 of this obligation remains, subject to contractual fulfillment by this
stockholder. We recognized $0 and $100,000 of revenues pursuant to this
agreement for the quarters ended December 31, 2001 and December 31, 2000,
respectively. We have recorded approximately $1.1 million in revenue under the
terms of this agreement since inception.


                                       6
<Page>

         During the quarter ended September 30, 2001, Hoover's paid in full a
note held by a former investor of Powerize.com, for principal balance plus
accrued interest of $10,000, totaling $760,000, which had been assumed as part
of the acquisition of Powerize.com.

         We have a strategic relationship with the Fortune Group, an affiliate
of one of our shareholders. This agreement includes advertising, e-commerce,
serving fees, and co-branding revenue and expenses. For the quarter ended
December 31, 2001, Hoover's recognized approximately $23,000 in revenue and
$200,000 in expenses.

         Hoover's also has a strategic relationship agreement with a company in
which we hold an equity interest. This agreement includes mutual cobrands, with
Hoover's serving as the exclusive sales agent for advertising, sponsorship and
e-commerce opportunities on all Web pages. During the quarters ended December
31, 2001 and 2000, we paid $15,000 and $24,000 under this agreement.

9.       CAPITALIZED WEB SITE DEVELOPMENT COSTS

         During the prior fiscal year we invested $1.7 million in systems to
support our subscription and e-commerce services, as well as systems to catalog
and merchandise electronic reports on Hoover's Online. These costs primarily
included third-party licenses and outside consulting. These costs were required
to be capitalized under the accounting guidance of Emerging Issues Task Force
00-2, Accounting for Web Site Development Costs. As the projects were completed,
we began a systematic amortization of $1.0 million in costs over a two-year
period. The remaining balance of $730,000 related to design work for a more
elaborate e-commerce transaction engine. We evaluated the return associated with
the completion of this project and determined that the future costs associated
with this project were not justified. During the quarter ended September 30,
2001, we incurred a charge of $730,000 to write off these costs.

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND RELATED NOTES THERETO INCLUDED ELSEWHERE IN THIS QUARTERLY
REPORT ON FORM 10-Q. EXCEPT FOR THE HISTORICAL FINANCIAL INFORMATION CONTAINED
HEREIN, THE MATTERS DISCUSSED IN THIS QUARTERLY REPORT ON FORM 10-Q MAY BE
CONSIDERED "FORWARD-LOOKING" STATEMENTS WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934. SUCH STATEMENTS INCLUDE DECLARATIONS REGARDING THE INTENT, BELIEF OR
CURRENT EXPECTATIONS OF HOOVER'S AND ITS MANAGEMENT AND MAY BE SIGNIFIED BY
THE WORDS "EXPECTS," "ANTICIPATES," "INTENDS," "BELIEVES," OR SIMILAR
LANGUAGE. PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE A NUMBER OF
RISKS AND UNCERTAINTIES. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
INDICATED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW, AS WELL AS THOSE
DISCUSSED IN THE HOOVER'S FORM 10-K FOR THE YEAR ENDED MARCH 31, 2001.

OVERVIEW

         Hoover's, Inc. ("Hoover's"; Nasdaq: HOOV) is a provider of business
information. We operate Hoover's Online ("HOL"), located at
http://www.hoovers.com, an online information resource for businesspeople as
well as IPO Central and Hoover's Business Press.

         Our core asset is our proprietary editorial content, which is a
recognized source of engagingly written and useful information on more than
17,000 public and private enterprises worldwide and more than 300 industries. We
have a staff of approximately 90 researchers, writers, editors and online
producers dedicated exclusively to creating and publishing Hoover's database of
business information. Our database is complemented by third-party company
databases and information, including Dun & Bradstreet, Harris InfoSource,
infoUSA.com, Market Location, Media General Financial Services and Mergent FIS,
which allow our users to access a greater amount of information. We also provide
collections of industry information and links, executive biographical
information, and feature stories, news, and SEC documents as well as access to
various research reports through our online Hoover's Information Marketplace.
Additionally, we offer proprietary searching and sorting tools, as well as
personal alert tools to make our information more useful to our customers.


                                       7
<Page>

         We believe Hoover's is one of the leading brands in business
intelligence for sales, marketing and business development professionals and
senior executives with similar needs. During turbulent economic times, we
believe that people engaged in sales and business development activities have
an increased need for intelligence on their customers, prospects and partners.
We are focused on our core subscription business, which represented 67% of our
revenues in the quarter ended December 31, 2001, and supplement our core
business with revenues from licensing, advertising, e-commerce and publishing.

         During the quarter ended December 31, 2001, we had approximately 2.4
million unique users on Hoover's Online. Advertising supports free access, while
our subscription service has attracted more than 22,000 individual accounts and
7,781 enterprise accounts. We also provide an e-commerce marketplace in which
both our free and for-pay users can purchase business information, products and
services.

         We generate revenues from the following sources:

                  -   Enterprise and individual subscriptions;

                  -   Advertising and e-commerce;

                  -   Licensing of our editorial content and tools; and

                  -   Publishing of our proprietary company information in both
                      CD-ROM and print.

SUBSCRIPTION REVENUE

         We derive revenues from subscriptions that are sold directly online or
by our telesales staff. We have single user personal subscribers who pay $29.95
per month or $199.95 annually. We no longer offer this personal subscription to
new customers. We currently offer a single seat commercial subscription called
Hoover's Lite for $49.95 per month or $399 annually. Our core product is our
commercial, multi-seat enterprise subscription with pricing ranging from $1,800
for 5 seats and $2,750 for 10 seats to $45,000 for 1,000 seats per year. Our
Contact Pro offering adds download and other functionality to the enterprise
subscription and is priced at a premium. We periodically offer pricing discounts
and promotions to new subscribers in order to introduce our product and
services. In addition, larger enterprise subscriptions are sold using a
negotiated price, based on the estimated number of active seats. We recognize
subscription revenues on a monthly basis, and we record annual individual and
enterprise subscriptions as deferred revenues, which are amortized into revenues
over the term of the subscription.

ADVERTISING AND E-COMMERCE

         We derive revenues from the sale of banner and button advertisements,
sponsorships, and e-commerce opportunities on our Web site. Advertisement and
sponsorship prices are based on a price per thousand impressions or a fixed
monthly fee. Revenues are recognized either as the impressions are delivered
ratably over the contract period, provided that no significant obligations
remain, or based on pre-established performance criteria. We also derive
e-commerce revenues from advertisers and other partners that pay either a fee
per transaction or a percentage of sales generated directly from their
advertisement on our Web site or from their special sponsorship of an area
within our Web site.

LICENSING

         We have licensed portions of our database since 1991. Our customers
range from traditional online service providers, such as Dow Jones and
LexisNexis, to Web sites such as the Microsoft Network. We provide our customers
with either a customized data feed of our proprietary company information, or a
co-branded set of Web pages designed for the customer. License fees are
generally based upon variables, such as the amount of information and number of
tools, the number of seats, the number of capsules viewed or the number of
terminals. Licensing to these entities remains a key tactic, which we believe
will allow us to reach new customers through expanded channels and generate
revenue over the long term.


                                       8
<Page>

         After the acquisition of Powerize.com on August 1, 2000, we operated
the Hoover's NewsStand service. Revenue from this service has been included in
licensing revenue. This service, with its focus on Lotus Notes delivery, was not
core to our strategy of serving customers through the Internet and, in addition,
was at risk in future quarters due to a dependency on a single customer, the
Bureau of National Affairs (BNA). We were uncertain about our ability to license
it to others beyond existing customers and chose to discontinue the service
during the quarter ended September 30, 2001. Subsequently, we licensed the
software, hosting and subscription management application to BNA. In connection
with this license, BNA now offers its publications directly to its customers,
and also launched an advertising relationship with Hoover's Online.

         Licensing revenues also included the Hoover's Intelligence Monitor
(HIM), which was an outgrowth of our acquisition of Powerize.com. Sales of this
service did not meet our expectations and therefore, in July of 2001, we elected
to discontinue this product line. Revenues from HIM were not significant.

PUBLISHING

         We sell CD-ROMs and print products containing company information. We
recognize these revenues when the goods are shipped. As revenue from publishing
is recognized, an allowance for returns is also recognized.

COSTS AND EXPENSES

         Our cost of revenues includes editorial personnel costs, expenses
associated with licensing of third-party content and tools, direct expenses
associated with our Web site, such as hosting and other service fees, any
commissions paid to advertising agencies, and technology costs associated with
the delivery of advertising impressions and newsletters.

         Our product development expenses include technology personnel costs and
related consulting fees. Also included is amortization of previously capitalized
product development costs and any related write-off for software developed but
not deployed.

         Sales and marketing expenses include sales and marketing personnel
costs, including commissions, as well as all marketing, advertising and
promotional expenses.

         General and administrative expenses consist of compensation for
administrative and executive staff, which we consider to include executive,
finance, office network and human resource personnel, as well as fees for
professional services, travel, depreciation and general office and occupancy
expenses.

         We continue to incur non-cash charges for compensation expense related
to the valuation of options and deferral of related compensation expense
initially incurred in the fourth fiscal quarter of 1999. The deferred
compensation will result in non-cash compensation expense over the four-year
vesting period of these options. In addition, this expense includes non-cash
charges for compensation expense related to changes in option terms.


                                       9
<Page>

RESULTS OF OPERATIONS

         The following table sets forth, for the periods illustrated, certain
statement of operations data expressed as a percentage of net revenues:

<Table>
<Caption>
                                                       =======================  ======================
                                                         THREE MONTHS ENDED       NINE MONTHS ENDED
                                                            DECEMBER 31,             DECEMBER 31,
                                                       -----------------------  ----------------------
                                                         2001         2000          2001        2000
                                                       ---------   ---------     ---------   ---------
<S>                                                      <C>          <C>           <C>         <C>
  Revenues:
      Subscription revenue...............                 67%          45%           67%         45%
      Advertising and e-commerce.........                 19%          41%           19%         42%
      Licensing and syndication..........                  9%          11%           11%         10%
      Publishing, net....................                  5%           3%            3%          3%
                                                       ---------   ---------     ---------   ---------
  Net revenues...........................                100%         100%          100%        100%
      Cost of revenues...................                 32%          45%           35%         44%
  Gross profit...........................                 68%          55%           65%         56%

  Expenses:
      Product development................                  5%           8%            8%          9%
      Sales and marketing................                 31%          63%           29%         64%
      General and administrative.........                 33%          40%           43%         44%
      Amortization of intangibles........                  0%          15%           26%          9%
      Non-cash compensation..............                  1%           3%            2%          2%
                                                       ---------   ---------     ---------   ---------
  Total expenses.........................                 70%         129%          108%        128%
  Operating profit (loss)................                 (2%)        (74%)         (43%)       (72%)
  Interest income........................                  3%           7%            4%          9%
  Interest expense.......................                 --           (1%)          --          --
  Unrealized loss on investments.........                 --           (3%)         (11%)        (4%)
  Gain on Investments....................                  1%          --            --          --
                                                       =========   =========     =========   =========
  Net income (loss)......................                  2%         (71%)         (50%)       (67%)
                                                       =========   =========     =========   =========
</Table>

         REVENUES. Net revenues for the three months ended December 31, 2001,
decreased 9% to $7.9 million, from $8.7 million for the three months ended
December 31, 2000. Net revenues for the nine months ended December 31, 2001,
increased 2% to $23.6 million from $23.0 million for the comparable nine-month
period in the prior year.

         Our subscription revenues increased 37% to $5.3 million for the three
months ended December 31, 2001, from $3.9 million for the comparable quarter one
year ago. Subscription revenues increased 51% to $15.7 million for the
nine-month period ended December 31, 2001, from $10.4 million for the comparable
period one year ago. This increase in revenues is due to the increase in the
number of enterprise accounts, offset by the revenue lost from a decrease in
individual accounts. We have increased the number of our enterprise accounts by
68% to 7,781 from 4,625 in December of last year. Sales leads, which were
primarily provided by the traffic to our Web site, and our increased number of
salespeople, contributed to the increase in new enterprise subscription
accounts. The decrease in the number of individual subscribers to approximately
22,000 as of December 31, 2001, from approximately 45,000 as of December 31,
2000, primarily reflects our change in strategy, initiated several quarters ago,
to de-emphasize personal accounts in favor of higher-priced and longer-term
multi-seat enterprise accounts. Enterprise accounts have an average contract
price of approximately $2,000 and an average contract length of 12 months.

         Subscription revenue represented 67% of net revenues for the three
months ended December 31, 2001, compared to 45% of net revenues in the year-ago
quarter.

         Revenues from advertising and e-commerce decreased 57% to $1.5 million
for the three months ended December 31, 2001, from $3.5 million for the three
months ended December 31, 2000. For the nine-month period ended December 31,
2001, advertising and e-commerce revenues decreased 53% to $4.6 million, from
$9.6 million


                                       10
<Page>

in the nine-month period ended December 31, 2000. This decline reflects the
significant decline in the online and overall advertising industry that has
taken place in the past year. Advertising and e-commerce represented 19% of
net revenues for the three months December 2001, compared to 41% of net
revenues in the year-ago period.

         Licensing revenues decreased 21% to $717,000 for the three months ended
December 31, 2001, from $911,000 for the three months ended December 2000. For
the nine-month period ended December 31, 2001, licensing revenues increased 7%
to $2.5 million from $2.3 million in the same period one year ago. Royalty
payments are based on use of Hoover's content or other revenue-sharing
arrangements. Reflected in the year-to-date license revenues are fees earned
from the licensing of the NewsStand product, which was acquired as part of the
Powerize.com acquisition on August 1, 2000. That service was fully reflected in
the nine-month period ended December 31, 2001 whereas in the prior year, it was
only reflected for five months, thus contributing to the increase. During the
quarter ended December 31, 2001 we licensed the technology to BNA (Bureau of
National Affairs) in order to effect an orderly exit from that business, which
contributed to the quarter over quarter decrease. Licensing revenue represented
9% of net revenues for the quarter ended December 31, 2001, compared to 11% of
net revenues in the year-ago period.

         Net revenues from publishing increased 2% to $361,000 for the three
months ended December 31, 2001, from $355,000 for the comparable quarter one
year ago. Net publishing revenue increased 13% to $828,000 from $734,000 in the
nine-month period ended December 31, 2001 and December 31, 2000, respectively.
The increases were due to the release of new publications during the quarter.
Publishing revenue represented 5% of net revenues for the quarter ended December
31, 2001, compared to 3% of net revenues in the year-ago period.

         COST OF REVENUES. Cost of revenues for the three months ended
December 31, 2001, decreased 35% to $2.5 million, from $3.9 million in the
three months ended December 31, 2000. Cost of revenues decreased 20% in the
nine-month period ended December 31, 2001, to $8.1 million from $10.1 million
in the same period one year ago. The decrease in cost of revenues is primarily
due to workforce reductions, as well as decreases in expenses associated with
third-party content and lower ad serving and newsletter delivery costs. As a
percentage of revenues, cost of revenues for the three months ended December
31, 2001, was lower, at 32% of revenues, compared to 45% in the comparable
quarter one year ago.

         PRODUCT DEVELOPMENT. Product development expenses for the three months
ended December 31, 2001, decreased 46% to $368,000 from $687,000 in the three
months ended December 31, 2000. For the nine-month period ending December 31,
2001, these expenses decreased 6% to $1.8 million, from $2.0 million in the
year-ago period. The decrease was a result of lower amortization costs
associated with the capitalization of Web site development costs. During the
prior fiscal year we invested $1.7 million in systems to support our
subscription and e-commerce services, as well as systems to catalog and
merchandise electronic reports on HOL. These costs primarily included
third-party licenses and outside consulting. These costs were required to be
capitalized under the accounting guidance of Emerging Issues Task Force 00-2,
Accounting for Web Site Development Costs. As the projects were completed and
placed in service, we began a systematic amortization of $1.0 million in costs
over a two-year period. The remaining balance of $730,000 related to design work
for a more elaborate e-commerce transaction engine. We evaluated the economic
return associated with the completion of this project and determined that in
today's environment, the future costs associated with this project were not
justified. During the quarter ended September 2001, we incurred a charge of
$730,000 to write off these development costs.

         SALES AND MARKETING. Sales and marketing expenses for the three
months ended December 31, 2001, decreased 56% to $2.4 million, from $5.5
million for the three months ended December 31, 2000. These expenses decreased
53% to $6.9 million for the nine months ended December 31, 2001, from $14.7
million in the comparable period one year ago. The decrease in sales and
marketing expenses was due to a significant decline in spending for
advertising, public relations and general marketing. As a consequence of the
soft advertising market, which resulted in lower advertising revenues,
commissions was lower. This was somewhat offset by an increase in the number
of enterprise sales representatives and an increase in commissions from higher
subscription revenues as the company changed its focus.

         GENERAL AND ADMINISTRATIVE. General and administrative expenses for the
three months ended December 31, 2001, decreased 22% to $2.7 million, from $3.5
million for the three months ended December 31, 2000, and increased 1% to $10.2
million from $10.1 million for the nine months ended December 31, 2001, over the
same period last year. The decrease in the quarter ended December 31, 2001, as
compared to the same quarter last year, was primarily due to the effects of the
reduction in personnel and office expenses. During the quarter ended March


                                       11
<Page>

31, 2001, we closed our offices in Linthicum, MD, and Reston, VA, resulting in
lower personnel and office expenses. Further restructuring took place in the
September 2001 quarter, including a reduction in force in the U.S. and the
closure of Hoover's Europe and our office in London. The increase on a
year-to-date basis over the prior year includes an increase in executive
salaries during this time period, specifically our maintaining both an Executive
Chairman and CEO from May 22, 2001, through October 10, 2001. Effective October
10, 2001, the Executive Chairman resigned his full-time executive position, but
continues to serve as Chairman of the Board. In addition, general office
expenses increased due to facility expansion at the Austin, Texas, headquarters,
as well as higher occupancy operating costs in New York and increased expenses
related to our London office, despite the office closure. Bad debt expense
increased as more businesses begin to feel the impact of the current economic
downturn. Depreciation increased due to an increase in capital expenditures
associated with our new facilities, as well as a one-time write off in September
related to the office closure in London and equipment write offs associated with
our Hoover's Media Technologies unit. Credit card processing fees increased due
to a higher volume of subscription payments and other transactions.

         AMORTIZATION OF GOODWILL & INTANGIBLES. Amortization of goodwill and
intangibles for the three months ended December 31, 2001, decreased to $12,000,
from $1.3 million for the three months ended December 31, 2000. Amortization
totaled $6.2 million for the nine months ended December 31, 2001, compared to
$2.2 million for the same period last year. We recorded $25.5 million in
goodwill and other intangibles related to our purchase of Powerize.com, which
was completed in August 2000. After the acquisition, primarily due to changes in
the outlook for advertising and the decline in the market for the sale of
advertising on newsletters served by Powerize, we determined that the value of
key assets acquired was impaired and recorded an impairment charge of $15.4
million in the fourth quarter of the prior fiscal year. The decision to
discontinue the NewsStand and Hoover's Intelligence Monitor products indicated
further impairment and as a result, we further reduced the carrying amount of
goodwill and these intangible assets by $5.8 million in June of 2001. As of
December 31, 2001, we have $77,000 recorded in net intangibles and no goodwill.

         IMPAIRMENT OF STRATEGIC INVESTMENTS. In prior fiscal years, we made
equity investments in several companies, both private and public, that we
considered to be strategic in nature. As a result of our review, considering the
publicly traded prices for comparable companies, overall market conditions, the
current status of business plans as well as the individual companies' financial
conditions and liquidity we determined that there was permanent impairment on
these assets. As a result, we recorded an impairment expense of $1.6 million in
the September 2001 quarter and $938,000 in the June 2001 quarter for a total
impairment charge of $2.5 million for the nine months ended December 31, 2001.
During the current quarter, we sold our interest in a publicly traded company
which generated a gain of $81,000. As of December 31, 2001, we have marketable
securities with a cost of $17,000 included in Other Assets.

         NON-CASH COMPENSATION. Non-cash compensation expense for the three
months ended December 31, 2001, decreased 71% to $66,000 from $229,000 for the
three months ended December 31, 2000 and 7% to $507,000 from $546,000 for the
nine months ended December 31, 2001, over the same period last year. The
decrease resulted from lower amortization due to the underlying option vesting
schedules and the termination of employees for which these charges related. The
decrease in the nine-month period was partially offset by a one-time non-cash
charge for stock options of $295,000 incurred due to a change in option terms in
September 2001. We accelerated the vesting of and extended the time to exercise
certain options associated with the resignation of Patrick Spain as the
Executive Chairman. Mr. Spain remains the Company's Chairman of the Board of
Directors.

         INTEREST INCOME AND EXPENSE. Interest income for the three months ended
December 31, 2001, decreased 62% to $226,000, from $602,000 for the three months
ended December 31, 2000. For the nine-month period ended December 31, 2001,
interest income decreased 57% to $915,000 from $2.1 million in the comparable
period one year ago. The decrease was due to our decreases in cash balances and
short-term investments as well as lower interest rates. Interest expense
decreased to $1,000 from $51,000 for the three months ended December 31, 2001,
and decreased to $26,000 in the nine months ended December 31, 2001 from $92,000
in the year ago period. These declines were primarily due to the repayment in
full of a note held by a related party in the quarter ended September 30, 2001.

         TAXES. We have incurred significant operating losses for all years from
inception (February 1990) through the nine months ended December 31, 2001. We
have recorded a valuation allowance for 100% of our net deferred tax assets
because our historical operating results indicate that the net deferred tax
assets may not be realized


                                       12
<Page>

because of uncertainties regarding our ability to generate sufficient taxable
income during the carryforward period to utilize the net operating loss
carryforwards.

LIQUIDITY AND CAPITAL RESOURCES

         We generated $3.2 million in cash in operating activities during the
nine months ended December 31, 2001, compared to a use of $17.7 million in the
comparable period one year ago. The improvement in cash flow was due to lower
operating losses as well as greater efficiencies in collections and an increase
in deferred revenues.

         As of December 31, 2001, we had $31.2 million of cash and cash
equivalents. Our principal commitments at December 31, 2001, consisted of
operating lease payments, accounts payable and accrued expenses. Our accounts
payable balance as of December 31, 2001, was $816,000, which consisted of
short-term accounts, due within 30 days, and commissions due to employees. Our
accrued expenses of $4.0 million primarily includes amounts due to vendors for
advertising, marketing, and professional expenses for which we have not been
invoiced as well as unused vacation due to employees. During the quarter ended
September 30, 2001, we had paid in full a debt of $760,000 outstanding to a
stockholder as a result of our acquisition of Powerize.com, which brought our
notes payable balance to zero. As of December 31, 2001, we had deferred
revenue of $7.2 million, which represents upfront payments, primarily related
to annual subscriptions to Hoover's Online for which the earnings process has
not been completed.

         In May 2001, we moved our primary operation and headquarters into new
office space in Austin, Texas, thus commencing a non-cancelable operating lease
that includes total minimum payments of $11.2 million, plus operating expenses,
over a 10-year term.

         During the nine months ended December 31, 2001, we made leasehold
improvements and purchased equipment and furniture associated with the office
relocation. This was partially offset by the write down of Web Site Development
Costs in the September quarter.

         We may in the future pursue additional acquisitions of businesses,
products and technologies or enter into joint-venture arrangements that could
complement or expand our business. Any material acquisition or joint venture
could result in a decrease to our working capital, depending on the amount,
timing and nature of the consideration to be paid.

         We believe that our existing cash and cash equivalents will be
sufficient to meet our anticipated cash requirements for working capital and
capital expenditures for the foreseeable future. Beyond the next 12 months, our
significant commitments consist of payment of lease commitments for facilities.
Although we currently expect to meet the cash requirements of such commitments,
expenditures and ongoing operating expenses from working capital, in order to
meet our long-term liquidity needs we may need or choose to raise additional
funds, seek an additional credit facility or seek other financing arrangements
in order to meet our long-term liquidity needs.

RISK FACTORS

         In addition to the other information in this Form 10-Q, the following
factors should be considered in evaluating our company and our business.

WE HAVE A HISTORY OF LOSSES AND MAY INCUR FUTURE LOSSES.

         We incurred net losses for each of the previous fiscal years and a net
loss of $11.9 million for the nine months ended December 31, 2001. This
represented a 24% decrease from the net loss of $15.5 million in the nine months
ended December 31, 2000. At December 31, 2001, we had an accumulated deficit of
$67 million. Although we generated net profits in the three months ended
December 31, 2001 of $122,000, we may never generate sufficient revenues to
sustain or increase profitability on a quarterly or annual basis in the future.


                                       13
<Page>

OUR BUSINESS IS SUBJECT TO QUARTERLY FLUCTUATIONS IN OPERATING RESULTS THAT MAY
NEGATIVELY IMPACT THE PRICE OF OUR STOCK.

         Our quarterly operating results may fluctuate significantly in the
future, many of which are outside of our control.

         Some of our operating expenses are relatively fixed in the short
term. As a result, we may be unable to reduce our expenses quickly enough to
offset any unexpected revenue shortfall, which could have a material adverse
effect on our business, operating results and financial condition.

         Due to all of the foregoing factors and the other risks discussed in
this section, quarter-to-quarter comparisons of our operating results as an
indication of future performance may not be appropriate. It is possible that in
some future periods our quarterly operating results may fall below the
expectations of public market analysts and investors. In this event, the price
of our common stock is likely to fall.

GENERAL ECONOMIC CONDITIONS MAY NEGATIVELY IMPACT OUR OPERATIONS.

         A broad-based recession can cause business and individual customers to
delay or forego entirely investments in value-added business information
products such as ours. Similarly, companies often drastically reduce advertising
expenditures in anticipation of an economic downturn. Thus, a recession in the
United States may have a material adverse effect on each of our revenue streams.
A general slowdown in the economy can cause businesses to reduce discretionary
spending in areas such as advertising or with business information providers as
well as create greater risk of business failure among existing customers. We
have experienced some of these effects in the last several quarters as a result
of the recent slowdown in the U.S. economy.


                                       14
<Page>

OUR FAILURE TO SIGNIFICANTLY INCREASE THE NUMBER OF OUR SUBSCRIBERS OR RETAIN
OUR CURRENT SUBSCRIBERS WOULD ADVERSELY AFFECT OUR BUSINESS.

         Our future success is highly dependent on attracting companies and
businesspeople that are willing to pay money to subscribe to online business
information services. We believe that marketing relationships, direct marketing,
advertising, public relations campaigns and offering new and enhanced content
and services help attract visitors and subscribers. If the market for individual
and company-wide subscription-based online business information services
develops more slowly than we expect, or if our efforts to attract new
subscribers are not successful or cost-effective, our operating results and
financial condition may be materially and adversely affected.

         We also believe that our long-term success depends on our ability to
retain a substantial portion of our existing subscribers. We continue to invest
significant resources in our database, tools, customer experience, network
infrastructure and customer and technical support capabilities. We cannot be
certain that these investments will maintain or improve subscriber retention. In
addition, as businesspeople are offered competing information products and
services they may discontinue or limit their use of our services. Any loss of
significant numbers of subscribers would have a material adverse effect on our
business, operating results and financial condition.

WE ARE EVALUATING AND ADJUSTING THE SERVICES, FEATURES AND PRODUCTS THAT WE
OFFER TO OUR SUBSCRIBERS, AND THE ASSOCIATED PRICES OF THESE PRODUCTS, THE
RESULT OF WHICH MAY NOT BE ATTRACTIVE TO OUR EXISTING SUBSCRIBERS AND AUDIENCE,
AND MAY NOT ATTRACT NEW SUBSCRIBERS OR INCREASE OUR AUDIENCE.

         We are currently in the process of completing a thorough evaluation of
the existing features offered on Hoover's Online, and the various levels of
access and associated prices that we offer to subscribers. We will be offering
newly designed and priced subscription product offerings as a result of this
process, and making corresponding changes to the content that we license to
other Web sites, corporate intranets and enterprise information portals. We will
also continue to evaluate and may invest resources in the development of new
features for use on Hoover's Online, as well as for licensing to third parties.
The Company will continue to spend a significant amount of time and resources
evaluating and adjusting our current product offerings, as well as developing
potentially new online services and tools. We intend to use our marketing
activities in order to publicize our new product offerings and to attract new
visitors to Hoover's Online.

         There can be no guarantee that either our revised product offerings and
potential new services, features and tools, as well as the associated marketing
activities and expenditures, will increase our overall number of subscribers or
audience, or increase total revenue derived from our service offerings and
content. Our business, operating results and financial results may be materially
and adversely affected if we experience difficulty in attracting new subscribers
or audience to our new service offerings, or if we experience significant
cancellations from existing subscribers or erosion of our existing audience. In
addition, adjustments to the prices of our product offerings may have the effect
of increasing our overall number of subscribers, but decreasing our overall
revenue derived from such subscribers.

CONTINUED DETERIORATION OF THE MARKET FOR ADVERTISING, PARTICULARLY ONLINE
ADVERTISING, OR OUR FAILURE TO PROVIDE A SUCCESSFUL ONLINE ADVERTISING AND
E-COMMERCE ENVIRONMENT WOULD ADVERSELY AFFECT OUR BUSINESS.

         In the past year, the markets for various types of advertising have
experienced significant declines. If this trend continues, our revenues from
Internet advertising could be materially adversely affected. Advertising and
e-commerce currently represents 19% of our revenues upon which we depend and
if advertisers perceive the online medium in general or Hoover's Online in
particular to be a limited or ineffective advertising medium, they may be
reluctant to advertise online or on our Web site. We compete with other Web
sites, television, and radio and print media for a share of advertisers' total
advertising budgets. Unlike traditional advertising media, standards continue
to evolve to measure the effectiveness of online advertising on the Internet.
If widely accepted standards do not emerge, existing advertisers may
discontinue or decrease their Internet advertising. If standards emerge and we
are unable to offer advertisers effective advertising options as measured by
the standards, advertisers may not continue advertising on our Web site.
Furthermore, advertisers that have traditionally relied upon other advertising
media may be reluctant to advertise significantly online. Our business,
operating results and financial condition would be further materially and
adversely affected if the market for Internet advertising continues to decline
or develops more slowly than expected.

                                       15
<Page>

         Different pricing models are used to sell advertising online. Prevalent
pricing models consist of cost per click-through, cost per thousand impressions,
cost per placement and e-commerce or transaction share. If our base audience
decreases, we may have to charge lower advertising rates for those transactions
utilizing cost per thousand impressions. The e-commerce or transaction share
model is based on revenue sharing. Therefore, if we do not attract a
sufficiently large audience willing to purchase from our advertisers, our
revenues generated from advertisements sold under this model will decrease. In
addition, there has been an increased emphasis on performance-based advertising
where pricing is based on the ability to deliver highly targeted advertising to
specific demographic groups. We cannot assure you that we will able to
effectively deploy the necessary technology or deliver appropriate inventory to
produce competitive targeted advertising in a competitive environment. Failure
to do so could have a material adverse effect on our ability to compete in the
Internet advertising market.

         It is difficult to predict which advertising pricing models, if any,
will emerge as industry standards. This uncertainty makes it difficult to
project our future advertising rates and revenues. We cannot assure you that we
will be successful under alternative pricing models that may emerge. Moreover,
software programs that limit or prevent advertising from being delivered to an
Internet user's computer are available. Widespread adoption of this software
could materially adversely affect the commercial viability of Internet
advertising, which would materially adversely affect our advertising revenues.

         Tools and technology used on the site will be an important factor in
the success of e-commerce transactions. Failure to add these tools to the site
could result in a reduced number of goods and services purchased from the site
and could adversely affect our e-commerce revenues. It is important to our
advertisers that we accurately measure the demographics of our user base and the
delivery of advertisements on our Web sites. We depend on third parties to
provide these measurement services. If they were unable to provide these
services in the future, we would be required to perform them ourselves or obtain
them from another provider. This could cause us to incur additional costs or
cause interruptions in our business during the time we are replacing these
services. Companies may not advertise on our Web sites or may pay less for
advertising if they do not perceive our measurements or measurements made by
third parties to be reliable.

         We have experienced seasonal trends in our traffic and advertising
revenues. Traffic on Hoover's Online and the Web sites of others with whom we
license or co-brand our products is lower during the summer and year-end
vacation and holiday periods when business usage of the Internet and Hoover's
Online typically declines. This lower traffic may result in corresponding
decreases in advertising revenue. Subscriber growth may decline during
low-traffic periods. Our operating results may be affected if we experience
seasonality in future periods.

WE DEPEND ON BRAND AWARENESS TO GROW OUR BUSINESS.

         The future success of Hoover's will depend, in part, on our ability to
increase our brand awareness. In order to build brand awareness, we must succeed
in our marketing efforts and provide high-quality services. Our ability to
increase advertising and subscription revenues from our Web site will depend in
part on the success of our marketing campaigns and our ability to increase the
number of visitors and subscribers to our Web site. If our marketing efforts are
unsuccessful or if we cannot increase our brand awareness and volume of traffic
to our Web site, our business, operating results and financial condition may be
materially and adversely affected.

OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED IF WE WERE TO LOSE OUR
EXISTING MARKETING RELATIONSHIPS OR FAIL TO GAIN ADDITIONAL STRATEGIC
RELATIONSHIPS.

         To expand our audience, we have entered into relationships to integrate
customized versions of our company information into frequently visited and
well-known Web sites, such as America Online, FORTUNE, the Microsoft Network,
and the Financial Times. These relationships may also provide links back to
Hoover's Online. The success of each of our marketing relationships depends on
the amount of increased viewer traffic we receive from that organization's Web
site. These relationships may not generate the number of new viewers that we
expect. Termination of our marketing relationships may decrease our brand
awareness resulting in a fewer number of visitors to our Web site, which may
adversely affect our revenues.


                                       16
<Page>

INCREASED COMPETITION COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.

         The market for business information in general and for the online
services and tools offered on Hoover's Online is highly competitive. Many Web
sites and business information providers compete for the attention and spending
of businesspeople and advertisers. We expect this competition to continue to
increase.

         Some of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, greater name recognition, larger
customer bases and significantly greater financial, technical and marketing
resources than we do. This may allow them to devote greater resources than we
can to the development and promotion of their services. These competitors may
also undertake more far-reaching marketing campaigns, adopt more aggressive
pricing policies, including offering their business information for free, and
make more attractive offers to existing and potential new employees, businesses
with whom we have strategic relationships and advertisers. Our competitors may
develop content that is equal or superior to ours or that achieves greater
market acceptance than ours. It is also possible that new competitors may emerge
and rapidly acquire significant market share.

         We believe that the Internet industry has seen, and will continue to
see, significant merger and acquisition activity. Some of our competitors may
make strategic acquisitions or establish cooperative relationships among
themselves or with third parties to increase their ability to rapidly gain
market share. If we do not reach critical mass, or do not achieve significant
market share, our ability to compete in a consolidating market could be
negatively impacted.

         As a result of these factors, we may not be able to compete
successfully for subscribers, advertisers, visitors, customers or staff, which
could materially adversely affect our business, operating results and financial
condition. Increased competition could result in price reductions, reduced
margins or loss of market share, any of which could materially adversely affect
our business, operating results and financial condition.

OUR FUTURE SUCCESS DEPENDS ON OUR EDITORIAL STAFF.

         We depend upon the efforts of our writers, researchers and other
editorial staff to produce original, timely, comprehensive and trustworthy
content. There is competition for these personnel, and we may not be able to
retain existing or attract additional highly qualified staff in the future. If
we lose the services of a significant number of our


                                       17
<Page>

editorial staff or are unable to continue to attract additional qualified staff,
our business, operating results and financial condition could be materially
adversely affected.

GROWTH IN OUR FUTURE OPERATIONS COULD CONTINUE TO STRAIN OUR MANAGERIAL,
OPERATIONAL AND FINANCIAL RESOURCES.

         We have experienced growth in our operations and plan to pursue
growth opportunities in our core business of subscriptions. This previous
growth had placed a significant strain on our managerial, operational and
financial resources. We may need to upgrade or improve our operational and
financial systems and managerial controls and procedures. Our future success
will also depend on our ability to expand, train and manage our workforce, in
particular our sales personnel. We will also need to maintain close
coordination among our technical, accounting, finance, marketing, sales and
editorial personnel. If we are unable to accomplish any of these objectives,
our business, operating results and financial condition could be materially
adversely affected.

WE ARE DEPENDENT ON OUR KEY CONTENT PROVIDERS AND OUR BUSINESS WOULD BE
MATERIALLY ADVERSELY AFFECTED IF WE WERE TO LOSE AND FAIL TO REPLACE OUR
EXISTING SOURCES OF CONTENT.

         A number of organizations provide us with content that we integrate
into our products. If our relationships with these content providers were
terminated, we would have to eliminate their information from our products and
services. We may also need to locate alternate content providers and integrate
their information into our products and services. Extracting previously
integrated information, locating a new provider and integrating its information
may take time and may interrupt the provision of affected services. We cannot
assure you that we would be able to replace the content we currently receive
from our content providers in a timely manner, which could have a material
adverse effect on our operating results from failure to retain existing
subscribers and advertisers or attract new subscribers and advertisers.

ACQUISITIONS MAY DISRUPT OR OTHERWISE HAVE A NEGATIVE IMPACT ON OUR BUSINESS.

         We may acquire or make further investments in complementary businesses,
products and technologies. Future acquisitions and investments are subject to
the following risks:

                  --       acquisitions may cause a disruption in our ongoing
                           business, distract our management and make it
                           difficult to maintain our standards, controls and
                           procedures;

                  --       we may not be able to integrate successfully the
                           services, content, products and personnel of any
                           acquisition into our operations;

                  --       we may be required to incur debt or issue debt or
                           equity securities, which may be dilutive to existing
                           stockholders, to pay for acquisitions. We also may be
                           required to assume debt or contingent liabilities,
                           record goodwill and/or other intangibles that may be
                           subject to a future impairment or write off
                           in-process research and development or other
                           acquisition-related expenses; and

                  --       we may not derive the intended benefits of any
                           acquisition and we may lose all or some portion of
                           our entire investment.


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<Page>

WE MAY EXPERIENCE CAPACITY CONSTRAINTS OR SYSTEM FAILURES THAT COULD DAMAGE OUR
BUSINESS.

         If our systems cannot be expanded to cope with increased demand or fail
to perform effectively, we could experience:

                  --       disruptions in service;

                  --       slower response times;

                  --       reduced customer satisfaction;

                  --       delays in the introduction of new products and
                           services, or

                  --       vulnerability to raids (including denial of service
                           attacks) by third parties,

any of which could impair our reputation, damage the Hoover's brand and
materially adversely affect our business, operating results and financial
condition.

         Our ability to provide high-quality customer service also depends on
the efficient and uninterrupted operation of our computer and communications
hardware systems. We have experienced minor interruptions due to software bugs
and upgrades and disk-drive failures. These minor interruptions temporarily
limited the capacity of our current technology infrastructure and resulted in
increased calls to our customer service personnel. Our systems and operations
also are vulnerable to damage or interruption from human error, natural
disasters, telecommunication failures, break-ins, sabotage, computer viruses,
intentional acts of vandalism and similar events. We are currently evaluating
complete redundancy options and are identifying alternative providers of hosting
services that are available on short-term notice. We may not carry sufficient
business interruption insurance to compensate for losses that could occur.

WE MAY BE SUBJECT TO LEGAL CLAIMS IN CONNECTION WITH THE CONTENT WE PUBLISH AND
DISTRIBUTE AND OUR USE OF SOFTWARE LICENSES FOR OUR WEB SITE.

         We may be subject to claims for defamation, negligence, copyright or
trademark infringement based on other theories relating to the information we
publish on our Web site, on the Web sites of others with whom we license or
co-brand our products, or in our books. These types of claims have been brought,
sometimes successfully, against online services, as well as other print
publications in the past. We could also be subject to claims based upon the
content that is accessible from Hoover's Online through links to other Web
sites. We may also be subject to claims for software license infringement based
on the software and other technologies that we utilize on our Web site. Our
insurance may not adequately protect us against these types of claims.

CONCERNS REGARDING SECURITY OF TRANSACTIONS AND TRANSMITTING CONFIDENTIAL
INFORMATION OVER THE INTERNET MAY NEGATIVELY AFFECT OUR REVENUES.

         We believe that concern regarding the security of confidential
information transmitted over the Internet, such as credit card numbers, prevents
many potential customers, especially those outside of the U.S., from engaging in
online transactions.

         Our infrastructure is potentially vulnerable to physical or electronic
break-ins, viruses or similar problems. If a person circumvents our security
measures, he or she could misappropriate proprietary information or cause
interruptions in our operations. Security breaches that result in access to
confidential information could damage our reputation and expose us to a risk of
loss or liability. We may be required to make significant investments and
efforts to protect against or remedy security breaches. As e-commerce becomes
more prevalent, our audience will become more concerned about security. If we do
not adequately address these concerns, our business, operating results and
financial condition could be materially adversely affected.


                                       19
<Page>

THE LOSS OF ANY OF OUR KEY PERSONNEL OR OUR FAILURE TO ATTRACT ADDITIONAL
PERSONNEL COULD HAVE A MATERIAL AND ADVERSE EFFECT ON OUR BUSINESS.

         Our future success will depend, in substantial part, on the continued
service of our senior management, particularly Jeffrey R. Tarr, our Chief
Executive Officer and President. The Company has entered into an employment
agreement with Mr. Tarr, but he may terminate his employment with the Company
upon 30 days' prior written notice pursuant to the terms of the agreement. No
other member of our senior management has entered into an employment agreement
with us, other than agreements providing for limited severance payments in the
event of termination other than for cause. We do not maintain key-person life
insurance on any of our employees. The loss of the services of one or more of
our key personnel could have a material adverse effect on our business,
operating results and financial condition. Our future success will also depend
on our continuing ability to attract, retain and motivate highly qualified
sales, technical, customer support, financial and accounting and managerial
personnel. There is competition for these qualified personnel, and we cannot
assure you that we will be able to retain our key personnel or that we will be
able to attract, assimilate or retain other highly qualified personnel in the
future. We have from time to time in the past experienced, and we may continue
to experience in the future, difficulty in hiring and retaining employees with
appropriate qualifications.

IF WE FAIL TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS OR FACE A
CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT BY A THIRD PARTY, WE COULD LOSE OUR
INTELLECTUAL PROPERTY RIGHTS OR BE LIABLE FOR SIGNIFICANT DAMAGES.

         We rely primarily on a combination of copyrights, trademarks, trade
secret laws, our user policy, licensing agreements and restrictions on
disclosure to protect our intellectual property. Despite these precautions, it
may be possible for a third party to copy or otherwise obtain and use the
content on our Web site or our other intellectual property without
authorization. We cannot assure you that our precautions will prevent
misappropriation or infringement of our intellectual property. Failure to
protect our intellectual property in a meaningful manner could have a material
adverse effect on our business, operating results and financial condition. In
addition, we may need to engage in litigation in order to enforce our
intellectual property rights in the future or to determine the validity and
scope of the proprietary rights of others. Any litigation could result in
substantial costs and diversion of management and other resources, either of
which could have a material adverse effect on our business, operating results
and financial condition.

         Because we license some data and content from third parties, our
exposure to copyright infringement actions may increase. We rely upon these
third parties for the origin and ownership of licensed content. We generally
obtain representations of the origins and ownership of licensed content and
generally obtain indemnification to cover any breach of any representations.
However, we cannot assure you that these representations will be accurate or
that indemnification will be sufficient to provide adequate compensation for any
breach of these representations.

         We cannot assure you that infringement or other claims will not be
asserted or prosecuted against us in the future, whether resulting from our
internally developed intellectual property or licenses or content from third
parties. Due to the global nature of the Internet, we may be subject to such
claims asserted under the laws of foreign countries, which may differ
substantially from United States laws. Any future assertions or prosecutions
could materially adversely affect our business, operating results and financial
condition. Any claims, with or without merit, could be time consuming, result in
costly litigation and diversion of technical and management personnel, or
require us to introduce new content or trademarks, develop non-infringing
technology or enter into royalty or licensing agreements. These royalty or
licensing agreements, if required, may not be available on acceptable terms, if
at all. In the event a claim of infringement is successful and we fail or are
unable to introduce new content, develop non-infringing technology or license
the infringed or similar technology on a timely basis, our business, operating
results and financial condition could be materially and adversely affected.

OUR COMMON STOCK PRICE IS VOLATILE AND COULD FLUCTUATE SIGNIFICANTLY.

         The trading price of our stock has been and may continue to be
subject to wide fluctuations. Our stock price may fluctuate in response to a
number of events and factors, such as quarterly variations in operating
results; announcements of new products, technology or strategic relationships
by us or our competitors; changes in our financial estimates and
recommendations by securities analysts; the operating and stock price
performance of other companies that investors may deem comparable; low trading
volume of shares and news reports relating to trends in our markets. In
addition, the

                                       20
<Page>

stock markets in general, and the market prices for Internet-related companies
in particular, have experienced extreme volatility that may be unrelated to
the operating performance of such companies. These broad market and industry
fluctuations, combined with the consistently low trading volume of our stock
may adversely affect the price of our common stock, regardless of our
operating performance.

FUTURE SALES OF OUR COMMON STOCK MAY AFFECT THE MARKET PRICE OF OUR COMMON
STOCK.

         As of December 31, 2001, we had 15,235,424 shares of common stock
outstanding, net of treasury stock, excluding 3,313,331 shares subject to
options outstanding as of such date under our stock option plans. We cannot
predict the effect, if any, that future sales of common stock or the
availability of shares of common stock for future sale will have on the market
price of common stock prevailing from time to time. Various holders of our
common stock have registration rights with respect to their shares. In addition,
holders of our shares who acquired their shares pursuant to our acquisition of
Powerize.com, Inc. in August 2000 are subject to certain contractual
restrictions on sale that have begun to lapse incrementally since August 1,
2001. Sales of substantial amounts of common stock (including shares issued upon
the exercise of stock options), or the perception that such sales could occur,
may materially and adversely affect prevailing market prices for common stock.
Future sales of our common stock may depress our stock price and might make it
more difficult for us to sell equity securities in the future at a time and
price that we otherwise might deem appropriate.

WE CANNOT PREDICT THE SIZE OR VIABILITY OF THE ONLINE INFORMATION SERVICES
MARKET.

         The market for our online business information services is rapidly
evolving and is characterized by an increasing number of market entrants. As is
typical of a rapidly evolving industry, demand and market acceptance for
recently introduced services are subject to a high level of uncertainty and
risk. Because of these factors, it is difficult to predict the future growth
rate, if any, and size of this market. We cannot assure you that the market for
our online business information services will continue to develop. If the use of
online business information services fails to continue to grow, our ability to
establish other online services could be materially and adversely affected. In
addition, our business strategy includes extending our online business
information services model to additional segments of business information. We
cannot assure you that we will be successful in our efforts.

IF WE CANNOT KEEP PACE WITH RAPIDLY CHANGING TECHNOLOGY AND THE DEMANDS OF OUR
CUSTOMERS, WE MAY BE UNABLE TO ENHANCE OUR EXISTING SERVICES OR INTRODUCE NEW
SERVICES.

         The market in which we operate is characterized by rapidly changing
technology; evolving industry standards, frequent new service announcements,
introductions and enhancements; and evolving customer demands. The emerging
nature of the Internet and the electronic distribution of business information,
including distribution through wireless channels and products, Enterprise
Information Portals (EIP's) and corporate intranets, exacerbate these market
characteristics. Accordingly, our future success will depend on our ability to
adapt to rapidly changing technologies and industry standards, and our ability
to continually improve the performance, features and reliability of our services
in response to both evolving customer demands and competitive service offerings.
Our inability to adapt successfully to these changes in a timely manner could
have a material and adverse effect on our business, operating results and
financial condition. Furthermore, we may experience difficulties that could
delay or prevent the successful design, development, testing, introduction or
marketing of new services. Any enhancements to existing services may not
adequately meet the requirements of our current and prospective customers or
achieve any degree of significant market acceptance. If we are unable, for
technological or other reasons, to develop and introduce new services or
enhancements to existing services in a timely manner or in response to changing
market conditions or customer requirements, or if our services or enhancements
contain defects or do not achieve a significant degree of market acceptance, our
business, results of operations and financial condition would be materially
adversely affected.

WE DEPEND ON THE CONTINUED GROWTH IN USE AND EFFICIENT OPERATION OF THE
INTERNET.

         The online information market is rapidly evolving. Our business would
be materially adversely affected if online usage does not continue to grow or
grows more slowly than anticipated. Our audience depends on Internet Service
Providers, online service providers, corporate networks, and other Web site
operators for access to our Web


                                       21
<Page>

site. Significant outages of these services could cause our visitors to perceive
the Internet in general or our Web site in particular as unreliable and,
therefore, cause them to use other media to obtain their company and business
information. We also depend on third-party information providers to deliver
information and data feeds to us on a timely basis. Our Web site could
experience disruptions or interruptions in service due to the failure or delay
in the transmission or receipt of this information, which could have a material
adverse effect on our business, operating results and financial condition.

PRIVACY CONCERNS MAY HAVE AN ADVERSE EFFECT ON OUR BUSINESS AND MAY PREVENT OUR
USE OF COOKIES.

         We post privacy policies concerning the use and disclosure of user
data. Any failure by us to comply with our posted privacy policies, Federal
Trade Commission ("FTC") requirements or other privacy-related laws and
regulations could result in proceedings by the FTC or others and could
potentially have an adverse effect on our business, results of operations and
financial condition. In this regard, there are a large number of legislative
proposals before the United States Congress and various state legislative bodies
regarding privacy issues that may be related to our business. It is not possible
to predict whether or when such legislation may be adopted, and certain
proposals, if adopted, could materially and adversely affect our business
through a decrease in user registrations, or purchases conducted through our Web
sites and the corresponding revenues.

         Web sites typically place information known as cookies on a user's hard
drive without the user's knowledge or consent. Web sites use cookies for a
variety of reasons. This technology enables our subscribers to access our
premium services without entering their password upon each visit. Additionally,
it allows us to limit the frequency with which a viewer is shown a particular
advertisement. Any reduction or limitation in the use of cookies could adversely
affect our ability to target advertising effectively. Commonly used Internet
browsers allow users to modify their browser settings to remove cookies at any
time or to prevent cookies from being stored on their hard drives. In addition,
some Internet commentators, privacy advocates and governmental bodies have
suggested limiting or eliminating the use of cookies. The use of cookies may
become more restrictive in certain non-U.S. markets, which could impact the rate
or success of expansion into those markets.

WE MAY BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION AND LEGAL
UNCERTAINTIES.

         The laws governing the Internet in general remain largely unsettled,
even in areas where there has been some legislative action. It may take years to
determine whether and how existing laws, including those governing intellectual
property, privacy, libel and taxation, apply to the Internet generally and the
electronic distribution of business information in particular. Legislation could
reduce the growth in the use of the Internet generally and decrease the
acceptance of the Internet as a communications and commercial medium, which
could have a material adverse effect on our business, operating results and
financial condition. In addition, the growing popularity and use of the Internet
has burdened the existing telecommunications infrastructure and many areas with
high Internet usage have begun to experience interruptions in phone service. As
a result, some local telephone carriers have petitioned governmental agencies to
regulate Internet service providers and online service providers in a manner
similar to long-distance telephone carriers and to impose access fees on
Internet service providers and online service providers. If any of these
petitions or the relief that they seek is granted, the costs of communicating on
the Internet could increase substantially, potentially adversely affecting the
growth of the Internet. Further, due to the global nature of the Internet, it is
possible that, although transmissions relating to our services originate in the
State of Texas, governments of other states, the United States or foreign
countries might attempt to regulate our service or levy sales or other taxes on
our activities. In Texas, sales of goods over the Internet are taxed the same as
sales of personal property through traditional channels. As a result, Internet
companies based in Texas, like Hoover's, may be at a competitive disadvantage to
Internet companies based outside of Texas with respect to sales to Texas-based
customers. We cannot assure you that violations of local or other laws will not
be alleged or charged by governmental authorities, that we might not
unintentionally violate these laws or that in the future these laws will not be
modified or new laws enacted. Any of these developments could have a material
adverse effect on our business, operating results and financial condition.


                                       22
<Page>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Hoover's has capital lease obligations, which result in the risk that
interest expense or the fair value of capital lease obligations might be
impacted by changes in market interest rates. However, because these are not
significant, market risks related to financial instruments are not material.

         On July 26, 1999, upon the closing of our initial public offering of
common stock, we received approximately $48 million in proceeds from the
underwriters of the offering. To date, these proceeds have been invested in
money market funds backed by short-term government securities and other
short-term, investment-grade, interest-bearing instruments. Market risks related
to these financial instruments are not material.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On November 15, 2001 and as of the date of this filing, a putative shareholder
class action lawsuit was filed against the Company, certain of its current and
former officers and directors, and one of the investment banks that was an
underwriter of the Company's July 1999 initial public offering. The lawsuits
were filed in the United States District Court for the Southern District of
New York and purport to be class actions filed on behalf of purchasers of the
stock of the Company during the period from July 20, 1999 through December 6,
2000. Plaintiffs allege that the underwriter defendants agreed to allocate
stock in the Company's initial public offering to certain investors in
exchange for excessive and undisclosed commissions and agreements by those
investors to make additional purchases of stock in the aftermarket at
pre-determined prices. Plaintiffs allege that the Prospectus for the Company's
initial public offering was false and misleading in violation of the
securities laws because it did not disclose these arrangements. The actions
seek damages in an unspecified amount. The Company and its current and former
officers and directors intend to vigorously defend the actions. The action is
being coordinated with over 300 other nearly identical actions filed against
other companies. No date has been set for any response to the complaints.

ITEM 2:  PROPERTIES

         Our corporate headquarters is located in Austin, Texas, at 5800
Airport Boulevard, where we occupy approximately 69,000 square feet, with a
commitment to expand to approximately 78,000 square feet within the next year,
under a lease that expires in April 2011. As of August 1, 2001 we lease a
2,300-square-foot office in New York, New York at 1700 Broadway. We also lease
1,725 square feet in San Francisco, California, at 605 Market Street. We
consider our properties to be suitable and adequate for our present needs.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

   10.1  Employment Agreement between the Company and Russell Secker, dated
         October 1, 2001


         There were no reports filed by the Company on Form 8-K during the
quarter ended December 31, 2001.


                                       23
<Page>

SIGNATURES

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

                                  HOOVER'S, INC


     February 14, 2002                          /s/ Jeffrey R. Tarr
---------------------------       ----------------------------------------------
           Date                                   Jeffrey R. Tarr
                                              CHIEF EXECUTIVE OFFICER
                                                   AND PRESIDENT
                                           (PRINCIPAL EXECUTIVE OFFICER)



     February 14, 2002                           /s/ Lynn Atchison
---------------------------       ----------------------------------------------
           Date                                    Lynn Atchison
                                             SENIOR VICE PRESIDENT AND
                                              CHIEF FINANCIAL OFFICER

                                   (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)


                                       24