<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 SEPTEMBER 30, 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 incorporation or organization)          (I.R.S. Employer Identification No.)

       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 September 30, 2001, 15,266,745 shares of the registrant's common stock
           were outstanding, net of 548,833 shares of Treasury Stock.
--------------------------------------------------------------------------------
<Page>

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

<S>          <C>                                                                               <C>
PART I.      FINANCIAL INFORMATION

ITEM 1       Consolidated Financial Statements (Unaudited)

             Consolidated Balance Sheets as of September 30, 2001, and March 31, 2001...........2

             Consolidated Statements of Operations for the three and six months ended
               September 30, 2001 and 2000......................................................3

             Consolidated Statements of Cash Flows for the six months ended
               September 30, 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........................22

PART II.     OTHER INFORMATION

ITEM 1       Legal Proceedings ................................................................22

ITEM 2       Properties........................................................................22

ITEM 3       Changes in Securities and Use of Proceeds ........................................22

ITEM 4       Defaults Upon Senior Securities ..................................................23

ITEM 5       Submission of Matters to a Vote of Securities Holders ............................23

ITEM 6       Other Information ................................................................23

ITEM 7       Exhibits and Reports on Form 8-K..................................................23
</Table>

<Page>

PART I:  FINANCIAL INFORMATION
ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS
                                 HOOVER'S, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<Table>
<Caption>
                                                                                SEPTEMBER 30, 2001  MARCH 31, 2001
                                                                                ------------------  --------------
                                                                                    (UNAUDITED)
<S>                                                                                        <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents.....................................................          $ 29,914        $ 30,533
  Accounts receivable, less allowance for doubtful accounts of
    $339 and $1,288 at September 30 and March 31, 2001, respectively............             2,987           4,352
  Book inventory, less allowances for excess and obsolete inventory of
    $27 and $46 at September 30 and March 31, 2001, respectively................               156             120
  Prepaid expenses and other current assets.....................................               963             472
                                                                                -----------------------------------

Total current assets............................................................            34,020          35,477
Property, plant and equipment:
  Furniture and fixtures........................................................             1,792           1,434
  Computer and office equipment.................................................             7,123           6,786
    Capitalized web site development costs......................................             1,016           1,812
    Leasehold Improvements......................................................             1,310             914
  Equipment under capital lease.................................................                               147
                                                                                -----------------------------------

  Less accumulated depreciation.................................................            (6,004)         (4,333)
                                                                                -----------------------------------

Total property, plant and equipment.............................................             5,237           6,760

Intangible assets...............................................................                89           6,315
Other assets....................................................................                76           2,610
                                                                                -----------------------------------
Total assets....................................................................          $ 39,422        $ 51,162
                                                                                ===================================
Current liabilities:
  Accounts payable and commissions..............................................          $    961        $  1,834
  Accrued expenses..............................................................             3,959           3,422
    Notes payable...............................................................                --           1,015
  Deferred revenue..............................................................             6,922           5,235
                                                                                -----------------------------------

Total current liabilities.......................................................            11,842          11,506

Obligations under capital leases, less current portion..........................                15              31
                                                                                -----------------------------------
Total liabilities...............................................................            11,857          11,537

Stockholders' equity:
  Common stock, $.01 par value, 50,000,000 and 150,000,000 shares authorized,
  15,815,578 and 15,755,328 shares issued at September 30 and March 31, 2001,
  respectively..................................................................               158             158
  Preferred stock, $.01 par value, 10,000,000 shares authorized, no shares
    issued at September 30, 2001 and March 31, 2001, respectively...............                --              --
  Additional paid-in capital....................................................            95,919          95,535
  Unearned stock compensation...................................................              (185)           (331)
  Cumulative translation adjustment.............................................               (30)            (25)
  Accumulated deficit...........................................................           (67,096)        (55,106)
  Treasury stock at cost-- 548,833 shares and 323,500 shares at September 30
    and March 31, 2001, respectively............................................            (1,201)           (606)
                                                                                -----------------------------------

Total stockholders' equity......................................................            27,565          39,625
                                                                                -----------------------------------

Total liabilities and stockholders' equity......................................          $ 39,422        $ 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           SIX MONTHS ENDED
                                                ---------------------------------------------------------------

                                                SEPTEMBER 30,   SEPTEMBER 30,  SEPTEMBER 30,   SEPTEMBER 30,
                                                --------------  -------------- --------------  -------------
                                                     2001            2000           2001            2000
                                                     ----            ----           ----            ----

<S>                                               <C>            <C>             <C>            <C>
Revenues:
  Subscriptions.................................      $5,272         $3,428         $10,384         $6,492
  Advertising and e-commerce ...................       1,338          3,051           3,049          6,097
  Licensing and syndication ....................         841            888           1,766          1,412
  CD-ROM and print, net.........................         111            151             468            379
                                                ------------------------------------------------------------

Net revenues....................................       7,562          7,518          15,667         14,380
  Cost of revenues..............................      (2,658)        (3,648)         (5,616)        (6,263)
                                                ------------------------------------------------------------

Gross profit....................................       4,904          3,870          10,051          8,117
Expenses:
  Product development...........................       1,171            717           1,474          1,341
  Sales and marketing...........................       2,336          5,347           4,533          9,256
  General and administrative....................       4,291          3,710           7,522          6,565
  Amortization and impairment of goodwill and             11            856           6,226            856
    intangibles.................................
  Non-cash compensation.........................         367            225             441            317
                                                ------------------------------------------------------------
Total expenses..................................       8,176         10,855          20,196         18,335
                                                ------------------------------------------------------------

Operating loss..................................      (3,272)        (6,985)        (10,145)       (10,218)
Interest income ................................         286            732             689          1,524
Interest expense................................          (6)           (40)            (25)           (41)
Loss on strategic investments...................      (1,571)          (695)         (2,509)          (695)
                                                ------------------------------------------------------------

Net loss........................................     $(4,563)       $(6,988)       $(11,990)       $(9,430)
                                                ============================================================

Basic and diluted net loss per share............      $(0.30)        $(0.47)         $(0.78)        $(0.68)
                                                ============================================================

Shares used in computation of basic and diluted
  loss per share................................  15,374,306     14,768,860      15,389,134     13,786,089
</Table>

SEE ACCOMPANYING NOTES.

                                        3
<Page>

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

<Table>
<Caption>
                                                                                   SIX MONTHS ENDED SEPTEMBER 30,
                                                                                         2001           2000
                                                                                -----------------------------------

<S>                                                                                        <C>             <C>
Operating activities
Net loss........................................................................          $(11,990)        $(9,430)
Adjustments to reconcile net loss to net cash used in operating
  activities:
  Depreciation..................................................................             1,671           1,016
  Amortization and impairment of goodwill and intangibles.......................             6,226           1,155
  Loss on strategic investments.................................................             2,509             695
    Non-cash compensation.......................................................               295               -
    Non-cash write-down of internal use software................................               730               -
  Amortization of unearned stock compensation...................................               146             317

  Changes in operating assets and liabilities:
    Accounts receivable.........................................................             1,365          (1,972)
    Inventories.................................................................               (35)            (42)
    Prepaid expenses and other current assets...................................              (491)           (448)
    Other assets................................................................                18          (5,828)
    Accounts payable and commissions............................................              (873)         (1,513)
    Accrued expenses............................................................               537           1,526
    Other liabilities...........................................................                 -              48
    Deferred revenue............................................................             1,687             528
                                                                                -----------------------------------
Net cash provided by (used in) operating activities.............................             1,795         (13,948)

Investing activities
Purchases of property, plant and equipment......................................              (878)         (2,781)
Purchase of business, net of cash acquired......................................                 -          (2,190)
Sales of short-term securities..................................................                 -           8,025
                                                                                -----------------------------------

Net cash provided by (used in) investing activities.............................              (878)          3,054

Financing activities

Payments on notes payable.......................................................            (1,015)         (1,573)
Payments on capital leases......................................................               (16)             (8)
Net proceeds from capital stock transactions....................................                90           5,394
Purchase of Treasury Stock......................................................              (595)              -
                                                                                -----------------------------------

Net cash provided by (used in) financing activities.............................            (1,536)          3,813

Decrease in cash and cash equivalents...........................................              (619)         (7,081)
Cash and cash equivalents at beginning of period................................            30,533          42,881

Cash and cash equivalents at end of period......................................           $29,914         $35,800

SEE ACCOMPANYING NOTES.
</Table>

                                        4
<Page>

                                 HOOVER'S, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.       BASIS OF PRESENTATION

         The interim financial statements for the three and six months ended
September 30, 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 September 30, 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 LOSS PER SHARE

         The Company follows the provisions of Statement of Financial Accounting
Standards No. 128, EARNINGS PER SHARE ("Statement 128"). Basic net loss per
share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding during the period,
excluding shares subject to repurchase. Diluted net loss per share has not been
presented, as the effect of the assumed exercise of stock options and warrants
is antidilutive due to the Company's net loss.

3.       RECLASSIFICATIONS

         Reclassifications have been made to the 2000 financial statements to
conform to the 2001 presentation.

4.       CAPITAL STOCK AND STOCK PLANS

         During the quarters ended September 30, 2001 and 2000, $367,000 and
$225,000 was 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 two
years. Of the $367,000 of non-cash compensation expense in the quarter ended
September 30, 2001, a charge of $295,000 was related to the acceleration of
vesting of and the extension of time to exercise certain options associated with
the resignation of the Executive Chairman.

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,
based on the price and general market conditions. In the quarter ended September
30, 2001, Hoover's repurchased 143,333 shares at an average price of $2.49 per
share. From the inception of the program through September 30, 2001, 398,833
shares have been repurchased, at an average price of $2.63, increasing total
Treasury Stock to 548,833 shares.

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

                                        5
<Page>

quarter of the prior fiscal year. Recent 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 for the quarter, we recorded an
impairment charge of $5.8 million during the June quarter to write down the
goodwill and other intangibles. As of September 30, 2001 we have $89,000 of net
intangibles and no goodwill.

7.       RESTRUCTURING ACTIVITY

         In March 2001, upon approval of the Board of Directors, management
adopted a restructuring plan to consolidate operations of the organization. The
plan included the relocation of 16 of the 33 employees from the Reston,
Virginia, and Linthicum, Maryland, locations to the Austin, Texas, headquarters.
The employees terminated were primarily in engineering and administrative
positions. Facilities consolidation charges were incurred in connection with the
closure of the two facilities for payments required under lease contracts, less
any sublease income. During the year ended March 31, 2001, Hoover's accrued
$344,000 in costs associated with this restructuring, which was included in
general and administrative expense. The costs are not associated with the
generation of future revenues and have no future economic benefit. No obligation
remains as of September 30, 2001.

         In addition, 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 sales agencies, 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
September 30, 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.................        0                  0               0                0
  Non-cash activity.............       --                 --              --               --
                                --------------    --------------    -------------    ------------
Balance at September 30, 2001...     $ 30              $ 312            $363             $705
                                --------------    --------------    -------------    ------------
</Table>

8.       LONG-TERM INVESTMENTS

         Hoover's has made equity investments in several companies, both private
and public, that it considers to be strategic in nature. We review the carrying
amount of these investments on a continuous basis. We consider 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. As a result of this review, we recorded an impairment expense of $1.6
million for the quarter ended September 30, 2001 in addition to $938,000
recorded in the quarter ended June 30, 2001. As of September 30, 2001, the
carrying value of these investments is $67,000. We will continue to analyze
these investments for evidence of further impairment in light of overall market
conditions that have resulted in lower valuations and economic challenges for
private companies and it is reasonably possible that future events will lead us
to reduce the carrying value of these investments.

9.       RELATED PARTY TRANSACTIONS

         We purchase certain information included in our databases from a
subsidiary of a stockholder. Hoover's paid approximately $155,000 and $128,000
during the three months ended September 30, 2001 and 2000,

                                        6
<Page>

respectively. We had outstanding amounts payable of approximately $41,000 and
$61,000 at September 30, 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, of which approximately $900,000 remains.
We recognized $0 and $245,000 of revenues pursuant to this agreement for the
quarters ended September 30, 2001 and September 30, 2000, respectively. We have
recorded approximately $1.1 million in revenue under the terms of this agreement
since inception.

         On August 1, 2001, Hoover's paid in full a note held by a former
investor of Powerize.com, 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
September 30, 2001, Hoover's recognized approximately $137,000 in revenue and
$102,000 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 September
30, 2001 and 2000, we paid $38,000 and $30,000 under this agreement.

10.      CAPITALIZED WEB SITE DEVELOPMENT COSTS

         During the prior fiscal year we invested $1.8 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 $1.1 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 in
today's environment, 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, AS AMENDED, AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. 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 PROSPECTUS DATED JULY 20, 1999, AND 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.

         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

                                        7
<Page>

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.

         We believe Hoover's is the leading brand in business intelligence for
sales, marketing and business development professionals and senior executives
with similar needs. During turbulent 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 70% of our revenues in the quarter
ended September 30, 2001, and supplement our core business with revenues from
licensing, advertising, e-commerce, books and CD-ROMs.

         During the quarter ended September 30, 2001, we had approximately
2.4 million unique users on Hoover's Online. Advertising supports free
access, while our subscription service has attracted over 26,000 individual
accounts and approximately 7,400 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:

         -  Individual and enterprise subscriptions;

         -  Advertising and e-commerce;

         -  Licensing of our editorial content and tools; and

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

SUBSCRIPTION REVENUE

         We derive revenues from subscription that are sold directly online or
by our telesales staff. Reflecting recent changes, we have single user
subscriptions in the range of $29.95 - $49.99 per month or $199 - $399
annually, depending on the timing of the account acquisition and the product
features. We also offer annual enterprise subscriptions ranging from $1,800
for 5 seats and $2,750 for 10 seats to $45,000 for 1,000 seats per year. 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 allows us to
reach new customers through expanded channels and generate revenue.

                                        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 at the end of the quarter. Subsequent to September 30, 2001, we
licensed the software, hosting and subscription management application to
BNA. In connection with this license, BNA will now offer its publications
directly to its customers, and will also launch an advertising relationship
with Hoover's Online.

         Licensing revenues also included the Hoover's Intelligence Monitor
(HIM) service, which also 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.

CD-ROM AND PRINT SALES

         We sell CD-ROMs and print products containing company information. We
recognize these revenues when the goods are shipped. For our sale of CD-ROMs and
print products, we provide an allowance for returns when the products are
shipped.

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 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.

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      SIX MONTHS ENDED
                                                            SEPTEMBER 30,            SEPTEMBER 30,
                                                      ------------------------  ----------------------
                                                         2001         2000          2001        2000
                                                      ------------  ---------   ----------  ----------
  <S>                                                     <C>         <C>           <C>         <C>
  Revenues:
      Subscription revenue...............                 70%          46%           66%         45%
      Advertising and e-commerce.........                 18%          40%           20%         42%
      Licensing and syndication..........                 11%          12%           11%         10%
      CD-ROM and print, net..............                  1%           2%            3%          3%
                                                      ------------  ---------   ----------  ----------
  Net revenues...........................                100%         100%          100%        100%
      Cost of revenues...................                 35%          49%           36%         44%
  Gross profit...........................                 65%          51%           64%         56%
</Table>

                                        9
<Page>

<Table>
  <S>                                                    <C>          <C>           <C>         <C>
  Expenses:
      Product development................                 15%          10%            9%          9%
      Sales and marketing................                 31%          71%           29%         64%
      General and administrative.........                 57%          49%           48%         46%
      Amortization of intangibles........                  0%          11%           40%          6%
      Non-cash compensation..............                  5%           3%            3%          2%
                                                      ------------  ---------   ----------  ----------
  Total expenses.........................                108%         144%          129%        127%
  Operating loss.........................                (43%)        (93%)         (65%)       (71%)
  Interest income........................                  4%          10%            4%         11%
  Interest expense.......................                  0%          (1%)           -           -
  Unrealized loss on investments.........                (21%)         (9%)         (16%)        (5%)
                                                      ===========   =========   =========   ==========
  Net loss ..............................                (60%)        (93%)         (77%)       (65%)
                                                      ===========   =========   =========   ==========
</Table>

         REVENUES. Net revenues for the three months ended September 30, 2001,
increased 1% to $7.6 million, from $7.5 million for the three months ended
September 30, 2000. Net revenues for the six months ended September 30, 2001,
increased 9% to $15.7 million from $14.4 million for the comparable six-month
period in the prior year.

         Our subscription revenues increased 54% to $5.3 million for the three
months ended September 30, 2001, from $3.4 million for the comparable quarter
one year ago. Subscription revenues increased 60% to $10.4 million for the
six-month period ended September 30, 2001, from $6.5 million for the comparable
period one year ago. This increase in revenues is due to the increase in the
number of business accounts, offset by the revenue lost from a decrease in
individual accounts. We have increased the number of our enterprise accounts by
101% to 7,455 from 3,706 in September of last year. Sales leads, which were
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 26,000 as of September
30, 2001, from 49,000 as of September 30, 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 of just under $2,000 and an
average contract length of 12 months. Personal accounts have an average
contract of approximately $150 and an average contract length of 9 months.

         Subscription revenue represented 70% of net revenues for the three
months ended September 30, 2001, compared to 46% of net revenues in the
year-ago quarter.

         Revenues from advertising and e-commerce decreased 56% to $1.3 million
for the three months ended September 30, 2001, from $3.1 million for the three
months ended September 30, 2000. For the six-month period ended September 30,
2001, advertising and e-commerce revenues decreased 50% to $3.0 million, from
$6.1 million in the six-month period ended September 30, 2000. This decline
reflects the significant decline in the advertising industry that has taken
place in the past year. Advertising and e-commerce represented 20% of net
revenues for the six months September 2001, compared to 42% of net revenues in
the year-ago period.

         Licensing revenues decreased 5% to $841,000 for the three months ended
September 30, 2001, from $888,000 for the three months ended September 2000. For
the six-month period ended September 30, 2001, licensing revenues increased 25%
to $1.8 million from $1.4 million in the same period one year ago. Royalty
payments are based on use of Hoover's content or other revenue-sharing
arrangements. The increase on a year-to-date basis was due primarily to the
acquisition of Powerize.com, which resulted in increased revenues from the
licensing of the NewsStand product, as well as, higher royalties from certain
existing licensing customers. Licensing revenue represented 11% of net revenues
for the quarter ended September 30, 2001, compared to 12% of net revenues in the
year-ago period.

         Net revenues from CD-ROM and print products decreased 26% to $111,000
for the three months ended September 30, 2001, from $151,000 for the comparable
quarter one year ago. CD-ROM and print net revenue increased 23% to $468,000
from $379, 000 in the six-month periods ended September 30, 2001 and September
30, 2000, respectively. The decrease quarter over quarter was due to a
reduced emphasis in this area and a migration of customers to our Web-based
services. The increase in the six month period was due to the timing of the
release of certain publications. However, print and CD-ROM revenue is expected
to remain flat through this fiscal year. Print and

                                       10
<Page>

CD-ROM revenue represented 1% of net revenues for the quarter ended September
30, 2001, compared to 2% of net revenues in the year-ago period.

         COST OF REVENUES. Cost of revenues for the three months ended September
30, 2001, decreased 27% to $2.6 million, from $3.6 million in the three months
ended September 30, 2000. Cost of revenues decreased 10% in the six-month period
ended September 30, 2001, to $5.6 million from $6.3 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. As a percentage of revenues, cost of revenues for the three months
ended September 30, 2001, was lower, at 35% of revenues, compared to 49% in the
comparable quarter one year ago.

         PRODUCT DEVELOPMENT. Product development expenses for the three months
ended September 30, 2001, increased 63% to $1.2 million from $717,000 in the
three months ended September 30, 2000. For the six-month period ending September
30, 2001, these expenses increased 10% to $1.5 million, from $1.3 million in the
year-ago period. During the prior fiscal year we invested $1.8 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
Force00-2, Accounting for Web Site Development Costs.. As the projects were
completed, we began a systematic amortization of $1.1 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 in today's environment,
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.

         SALES AND MARKETING. Sales and marketing expenses for the three months
ended September 30, 2001, decreased 56% to $2.3 million, from $5.3 million for
the three months ended September 30, 2000. These expenses decreased 51% to $4.5
million for the six months ended September 30, 2001, from $9.3 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 and marketing as a
consequence of the soft advertising market, which resulted in lower revenues
thus lower commissions. This was somewhat offset by an increase in the number
of enterprise sales representatives and an increase in commissions as are the
result of higher subscription revenues as the company changes its focus to
subscription revenues.

         GENERAL AND ADMINISTRATIVE. General and administrative expenses for
the three months ended September 30, 2001, increased 16% to $4.3 million,
from $3.7 million for the three months ended September 30, 2000, and 15% to
$7.5 million from $6.6 million for the six months ended September 30, 2001,
over the same period last year. The increase was primarily due to expenses
associated with our restructuring in the September 2001 quarter, including
expenses associated with severance for employees impacted by our reduction in
force and shut down of Hoover's Europe. In addition, the increase over the
prior year includes an increase in executive salaries, 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.  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, which was
closed at the end of September. 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 expense for the three months ended September 30, 2001, decreased to
$11,000, from $856,000 for the three months ended September 30, 2000.
Amortization totaled $420,000 for the six months ended September 30, 2001,
compared to $856,000 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. Recent 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 goodwill and these intangible assets by $5.8 million in June
of 2001. As of September 30, 2001, we have $89,000 recorded in net intangibles
and no goodwill.

                                       11
<Page>

         IMPAIRMENT OF STRATEGIC INVESTMENTS. Hoover's has made equity
investments in several companies, both private and public, that it considers to
be strategic in nature. We review the carrying amount of these investments on a
continuous basis. We consider 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. As a result of this
review, we recorded an impairment expense of $1.6 million in the September 2001
quarter and $938,000 in the previous June quarter for a total impairment charge
of $2.5 million for the six months ended September 30, 2001. As of September 30,
2001 our basis in these strategic assets is $67,000. We will continue to analyze
these investments for evidence of further impairment in light of overall market
conditions that have resulted in lower valuations and economic challenges for
private companies and it is reasonably possible that future events will lead us
to reduce the carrying value of these investments.

         NON-CASH COMPENSATION. Non-cash compensation expense for the three
months ended September 30, 2001, increased 64% to $367,000 from $225,000 for the
three months ended September 30, 2000 and 39% to $441,000 from $317,000 for the
six months ended September 30, 2001 over the same period last year. The increase
resulted from a one time non-cash charge for stock options of $295,000 incurred
due to a change in option terms. We accelerated the vesting of and the extended
the time to exercise certain options associated with the resignation of the
Executive Chairman.

         INTEREST INCOME AND EXPENSE. Interest income for the three months ended
September 30, 2001, decreased 61% to $286,000, from $732,000 for the three
months ended September 30, 2000. For the six-month period ended September 30,
2001, interest income decreased 55% to $689,000 from $1.5 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 for the three months ended September 30, 2001 decreased to $6,000 from
$40,000 and decreased to $25,000 in the six months ended September 30, 2001 from
$41,000 in the year ago period. These declines were primarily due to the
repayment in full of a note held by a related party in July 2001.

         TAXES. We have incurred significant operating losses for all periods
from inception (February 1990) through September 30, 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 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 $1.8 million in cash in operating activities during the
six months ended September 30, 2001, compared to a use of $14 million in the
comparable period one year ago. This positive 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 September 30, 2001, we had $29.9 million of cash and cash
equivalents. Our principal commitments at September 30, 2001, consisted of
operating lease payments, accounts payable and accrued expenses. Our accounts
payable balance as of September 30, 2001, was $961,000, 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. In July
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 September 30, 2001, we had deferred revenue of $6.9
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 six months ended September 30, 2001, we made leasehold
improvements and purchased equipment and furniture associated with the office
relocation. This was partially offset by the write down of website development
costs.

         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

                                       12
<Page>

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 at least the next 12 months. Beyond the next 12 months,
our significant commitments consist of repayment 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.

FACTORS THAT MAY AFFECT FUTURE RESULTS

         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 EXPECT FUTURE LOSSES.

         We incurred net losses for each of the previous fiscal years and a net
loss of $4.6 million for the three months ended September 30, 2001. For the six
months ended September 30, 2001, our net loss was $12.0 million, which
represented a 27% increase over the net loss of $9.4 million in the six months
ended September 30, 2000. At September 30, 2001, we had an accumulated deficit
of $67 million. We may never generate sufficient revenues to achieve
profitability. Even if we do achieve profitability, we may not sustain or
increase profitability on a quarterly or annual basis in the future.

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 due to a variety of factors. These include the following factors, which
are generally outside of our control:

         -  seasonal trends relating to subscriber usage of our services;

         -  the demand for advertising and seasonal trends relating to
            advertising spending, particularly on the Internet;

         -  the extent to which we experience increased competition in the
            markets for business information and advertising to a business
            audience, and

         -  economic conditions specific to the online publishing industry, as
            well as general economic and market conditions.

         Other factors that cause our quarterly operating results to fluctuate
significantly, which are at least partially under our control, include:

         -  the rate of new subscriber acquisitions;

         -  the timing of changes to our products and/or pricing;

         -  the timing and effectiveness of our marketing efforts to acquire
            visitors and subscribers and to promote our brand;

         -  the timing and effectiveness of any co-branding arrangements or
            other strategic alliances into which we enter;

         -  expenses related to upgrading our computer systems and related
            infrastructure; and

         -  changes in our operating expenses.

                                       13
<Page>

         In addition, 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 and with business information providers as
well as create greater risk of business failure among existing customers. We
have experienced these effects in the last several quarters as a result of the
recent slowdown in the U.S. economy, which has been intensified by the aftermath
of the September 11, 2001 terrorist attacks on the United States.

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 or retain 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 Internet subscribers 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.
Management 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

                                       14
<Page>

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 decreases in their rates of growth and, in many cases,
absolute declines. Some question the short-term future of online advertising. If
this trend continues, our revenues from Internet advertising could be materially
adversely affected. Advertising and e-commerce currently represents 18% 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 materially and adversely affected if the market for
Internet advertising declines or develops more slowly than expected.

         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.

                                       15
<Page>

         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 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.

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. We compete for subscribers, visitors, licensing customers,
advertisers, and content providers with many types of companies, such as:

         -  subscription business information aggregators, such as Dialog (a
            subsidiary of Thomson), Factiva, LexisNexis and OneSource;

         -  subscription Web sites focused on business, such as The Wall Street
            Journal Interactive Edition;

         -  providers of company information, such as Dun & Bradstreet, Market
            Guide (a division of Multex) and Standard & Poor's;

         -  providers of proprietary business information, such as Bloomberg
            Business News, Dow Jones and Reuters News Service;

         -  other free Web sites with a business orientation such as
            Business.com and Office.com.; and

         -  consumer Web portals such as Netscape and Yahoo! that provide
            selected business information.

         We also compete with a number of organizations with which we have other
business relationships, including AOL Time Warner, Bloomberg, Dow Jones,
LexisNexis, Microsoft Network, Multex, and Reuters. We form strategic
relationships with these organizations in order to increase the size of our
audience by introducing Hoover's Online to a greater number of people. If these
entities view us as a substantial competitive threat, they may not renew any
strategic relationship agreements currently in place and our audience may
decrease.

         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

                                       16
<Page>

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 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 may pursue growth
opportunities. 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 out 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

                                       17
<Page>

            liabilities, amortize goodwill and other intangibles or write off
            in-process research and development 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.

DURING BUSINESS ON AN INTERNATIONAL LEVEL INVOLVES CERTAIN RISKS WHICH COULD
HAVE AN ADVERSE EFFECT ON OUR BUSINESS.

         Although, we recently closed our European office in London we will
continue to offer subscription products and advertising in Europe through sales
agencies, and may extend such activities to additional international regions.

         There are certain risks inherent in doing business on an international
level, which may include trade barriers and unexpected changes in regulatory
requirements; longer payment cycles; currency exchange rate fluctuations; and
potentially adverse tax consequences.

         One or more of these factors could have a material adverse effect on
our future international operations and, consequently, on our business,
operating results and financial condition.

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 also 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 currently do not have
complete redundancy and we do not have alternative providers of hosting services
that are available on short-term notice, nor do we have plans to do so in the
near-term. We are still developing a formal disaster recovery plan. We cannot
assure you that any plan we adopt will be sufficient. 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

                                       18
<Page>

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 United States, 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.

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

                                       19
<Page>

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; and news reports relating to
trends in our markets. In addition, the stock markets in general, and the market
prices for Internet-related companies in particular, have experienced extreme
volatility that often has been unrelated to the operating performance of such
companies. These broad market and industry fluctuations combined with the 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 September 30, 2001, we had 15,266,895 shares of common stock
outstanding, net of treasury stock, excluding 3,481,145 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
beginning 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 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.

         Online usage may be inhibited for a number of reasons, including:

               -  inadequate network infrastructure;

               -  security concerns;

               -  inconsistent quality of service; and

               -  unavailability of cost-effective, high-speed access to the
                  Internet.

         Our audience depends on Internet Service Providers, online service
providers, corporate networks, and other Web site operators for access to our
Web site. Many of these services have experienced significant service outages in
the past and could experience service outages, delays and other difficulties due
to system failure unrelated to our systems. These occurrences could cause our
visitors to perceive the Internet in general

                                       20
<Page>

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.

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 would 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, 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.

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.

                                       21
<Page>

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 us, 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.

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

         We are not currently subject to any material legal proceedings.

ITEM 2:     PROPERTIES

         Our corporate headquarters is located in Austin, Texas, at 5800 Airport
Blvd., where we occupy 59,439 square feet, with a commitment to expand to
77,735 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.     CHANGES IN SECURITIES AND USE OF PROCEEDS

         Our registration statement, filed on Form S-1 under the Securities Act
of 1933 (No. 333-78109) relating to our initial public offering of our common
stock, became effective July 20, 1999. Offering proceeds, net of aggregate
expenses of approximately $1 million, were $48 million. The Company has used
approximately $15.0 million of the net offering proceeds for working capital
purposes, $6.9 million for the purchase and installation of computer and related
equipment and software and $26.1 million has been

                                       22
<Page>

invested in money market funds backed by government securities and other
short-term, investment-grade, interest-bearing instruments pending further
application of such proceeds.

ITEM 4.     DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 5.     SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

         We held our Annual Stockholders' Meeting on September 11, 2001 in
Austin, Texas.  At that meeting, three proposals were submitted to a vote of
our stockholders of record as of July 13, 2001 (a total of 15,373,175).
Proposal 1 was a proposal to elect 3 Class I directors to serve until the
Annual Meeting of Stockholders in 2004, or in each case until their
successors have been elected and qualified.  Proposal 2 was a proposal to
approve an amendment to our 1999 Stock Incentive Plan increasing the number
of shares of our common stock subject to annual option grants to continuing
non-employee directors under the Automatic Option Grant Program from 1,875 to
3,500 shares and providing for additional option grants of 500 shares under
the Automatic Option Grant Program for each standing committee on which a
non-employee Board member serves, in each case conditioned upon the director
attending at least 75% of the Board or committee meetings held during the
previous year.  Proposal 3 was a proposal to ratify the appointment of Ernst
& Young LLP as the Company's independent auditors of our company for the
Fiscal Year ending March 31, 2002.

<Table>
<Caption>
  --------------------------------------------------------------------------------------
    PROPOSAL                         VOTES FOR      VOTES AGAINST    ABSTAIN/WITHHELD
  --------------------------------------------------------------------------------------
    <S>                              <C>            <C>              <C>
    1.  Election of Directors
  --------------------------------------------------------------------------------------
        Edward W. Desmond
          Class I                    12,985,407                           152,303
  --------------------------------------------------------------------------------------
        Thomas J. Hillman
          Class I                    12,984,494                           153,216
  --------------------------------------------------------------------------------------
        Jeffrey R. Tarr
          Class I                    12,882,064                           255,646
  --------------------------------------------------------------------------------------
    2.  Amendment of 1999
        Stock Incentive Plan         12,728,558         290,691           118,461
  --------------------------------------------------------------------------------------
    3.  Appointment of Ernst
        & Young LLP as
        independent auditors         12,923,311          89,893           124,506
  --------------------------------------------------------------------------------------
</Table>

         Consequently, all three proposals were passed by the stockholders.

ITEM 6.     OTHER INFORMATION

         None.

ITEM 7.     EXHIBITS AND REPORTS ON FORM 8-K


         10.1  Resignation Letter and Employment Agreement Amendment dated
               September 13, 2001 (as amended September 17, 2001) between
               Hoover's, Inc. and Patrick J. Spain (portions of this Exhibit
               have been omitted pursuant to a request for confidential
               treatment).

         10.2  Severance Letter Agreement dated as of September 25, 2001 between
               the Company's Hoover's Online Europe Limited subsidiary and Gehan
               Talwatte (portions of this Exhibit have been omitted pursuant to
               a request for confidential treatment).

         10.3  Amendment dated as of July 24, 2001, to the Strategic
               Relationship Agreement dated as of January 29, 2001, between the
               Company and THE FORTUNE GROUP, a division of Time, Inc., and, for
               certain limited purposes, Warner Books Multimedia Corp. (portions
               of this Exhibit have been omitted pursuant to a request for
               confidential treatment).

         10.4  Amendment dated as of September 24, 2001 to the Strategic
               Relationship Agreement dated as of January 29, 2001 between the
               Company and THE FORTUNE GROUP, a division of Time, Inc. and, for
               certain limited purposes, Warner Books Multimedia Corp. (portions
               of this Exhibit have been omitted pursuant to a request for
               confidential treatment).

         There were no reports filed by the Company on Form 8-K during the
quarter ended September 30, 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


      November 14, 2001                 /s/ Jeffrey R. Tarr
---------------------------       ---------------------------------------------
           Date                                Jeffrey R. Tarr
                                          CHIEF EXECUTIVE OFFICER
                                                AND PRESIDENT
                                        (PRINCIPAL EXECUTIVE OFFICER)


      November 14, 2001                 /s/ Lynn Atchison
---------------------------       ---------------------------------------------
           Date                                    Lynn Atchison
                                             SENIOR VICE PRESIDENT AND
                                               CHIEF FINANCIAL OFFICER
                                   (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

                                       24