10-Q 1 a2102145z10-q.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) [GRAPHIC OMITTED]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended December 31, 2002 OR [GRAPHIC OMITTED]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 000-26097 ----------------------------------- HOOVER'S, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 74-2559474 (STATE OR OTHER (I.R.S. EMPLOYER JURISDICTION OF IDENTIFICATION INCORPORATION OR NUMBER) ORGANIZATION) 5800 AIRPORT BOULEVARD, AUSTIN, TX 78752 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (512) 374-4500 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ------------------------------------------- --------------------------- 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 Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). /X/ Yes |_| No As of December 31, 2002, the registrant had 15,628,570 shares of common stock outstanding, net of treasury stock. HOOVER'S INC. QUARTERLY REPORT ON FORM 10-Q DECEMBER 31, 2002 TABLE OF CONTENTS

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

SEE ACCOMPANYING NOTES. 2 HOOVER'S, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

SEE ACCOMPANYING NOTES. 3 HOOVER'S, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)

SEE ACCOMPANYING NOTES. 4 HOOVER'S, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The interim financial statements for the three and nine months ended December 31, 2002 and 2001, and the balance sheet at December 31, 2002, 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 the full year or for any future period. All material intercompany accounts and transactions have been eliminated in consolidation. For further information, refer to the financial statements and related notes included in our Annual Report filed on Form 10-K. 2. NET EARNINGS (LOSS) PER SHARE Basic net earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares subject to repurchase. Diluted earnings per share is calculated by dividing net income by the weighted average number of common shares used in the basic earnings per share calculation plus the dilutive impact of common shares that would be issued assuming conversion of all potentially dilutive common shares outstanding. The following table sets forth the computation of basic and diluted earnings per share (in thousands except for per share data):

3. RECLASSIFICATIONS Reclassifications have been made to the prior year financial statements to conform to the current year presentation. 4. CAPITAL STOCK AND STOCK PLANS During the quarters ended December 31, 2002 and 2001, $33,000 and $66,000 were recognized as non-cash compensation expense, respectively. As of December 31, 2002, there was no remaining unearned stock compensation. 5. STOCK BUYBACK 5 In December 2000, Hoover's received Board approval of a plan to buy back up to 10% of the approximately 15 million outstanding shares of its common stock. No shares were repurchased in the nine months ended December 31, 2002. From the inception of the program through December 31, 2002, 449,354 shares have been repurchased, at an average price of $2.65, bringing the total number of treasury shares to 599,354 at an average price of $2.24. 6. BUSINESS COMBINATION AND IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS Hoover's recorded $25.5 million in goodwill and other intangibles related to its purchase of Powerize.com, which was completed in August 2000. After the acquisition, primarily due to changes in the outlook for advertising and the decline in the market for the sale of advertising on newsletters served by Powerize, the Company determined that the value of key assets acquired was impaired and recorded an impairment charge of $15.4 million in the fourth quarter of fiscal 2001. Subsequent events involving the decision to discontinue the NewsStand and Hoover's Intelligence Monitor products indicated further impairment. As a result, the Company further reduced the carrying amount of these intangible assets in the first fiscal quarter of 2002. In addition to recording $407,000 of amortization expense in the June 2001 quarter, the Company recorded an impairment charge of $5.8 million during that quarter to write down the goodwill and other intangibles. As of March 31, 2002, the Company had no remaining goodwill. The Company recognized $12,000 in amortization expense, related to intangibles, during the quarters ended December 31, 2002 and 2001, respectively. As of December 31, 2002, the Company had $28,000 of net intangibles. 7. COMPREHENSIVE INCOME (LOSS) The Company's comprehensive income (loss) is composed of net income (loss) and unrealized gains and losses on short-term investments held as available-for-sale investments. The following table presents the calculation of comprehensive income (loss) (in thousands):

8. RELATED PARTY TRANSACTIONS Hoover's purchases certain information included in its databases from Media General Financial Services, a subsidiary of a stockholder of the Company. Hoover's paid approximately $77,000 and $46,000 during the quarters ended December 31, 2002 and 2001, respectively, for this information. Hoover's had outstanding amounts payable of approximately $74,000 and $59,000 at December 31, 2002 and 2001, respectively, to Media General Financial Services. Hoover's entered into a strategic agreement with Fortune, a subsidiary of a stockholder of the Company, during fiscal year 2001, to collaborate on online content integration, subscriptions, advertising and e-commerce initiatives. The strategic agreement obligates Fortune to spend $250,000 per fiscal year with the Company, while the Company is obligated to spend $750,000 per fiscal year with Fortune and/or its related entities through March 31, 2003. This agreement was subsequently modified, allowing Hoover's to potentially defer up to $250,000 of its obligation into fiscal year 2004. Hoover's recorded advertising and e-commerce revenue of approximately $53,000 and $6,000 for the quarters ended December 31, 2002 and 2001, respectively, under this agreement. Additionally, Hoover's paid $170,000 and $5,000 in the quarters ended December 31, 2002 and 2001, respectively, for advertising and marketing services from AOL Time Warner, under this agreement. This agreement terminates upon a change in control of Hoover's after applicable notice is provided. Hoover's has a strategic agreement, entered into during fiscal year 2001 and modified in fiscal 2002 with 10-K Wizard, a company in which Hoover's holds a minority equity interest. The modified agreement provides for fee-based delivery of 10-K Wizard content on Hoover's Online, as well as cross-marketing agreements to sell 6 subscriptions to the respective services. For the quarters ended December 31, 2002 and 2001, Hoover's paid approximately $29,000 and $8,000, respectively, under this agreement. Hoover's has a commitment from Knowledge Universe, a stockholder of the Company, entered into during fiscal year 2000, to purchase at least $2.0 million of advertising, subscriptions, sponsorships, content licensing or other services through September 2003 at fair value prices at the time of the purchases. Hoover's has recognized a total of $1.1 million in revenue under this agreement, but recognized no revenue from this commitment in the quarters and nine-month periods ended December 31, 2002 and 2001, respectively. Hoover's can provide no assurance that Knowledge Universe will purchase the remainder of these services within the contractual period. Even if these services are purchased, Hoover's can provide no assurance that it will be successful in collecting any amounts due. 9. CAPITALIZED WEB SITE DEVELOPMENT COSTS During the fiscal year ended March 31, 2001, Hoover's invested a total of $1.8 million in systems to support its 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 during the quarter ended December 31, 2000, the Company began amortizing $1.1 million in costs over the estimated useful life of two years. The remaining balance of $730,000 related to design work for a more elaborate e-commerce transaction engine. In the quarter ended September 30, 2001, the Company evaluated the return associated with the completion of this project and determined that the future costs associated with this project were not justified and wrote off these remaining costs. During the quarters ended December 31, 2002 and 2001, Hoover's recognized $127,000 and $103,000, respectively, of amortization expense associated with these costs. Amortization expenses as well as the prior year write-off are included in product development costs. During the quarter ended December 31, 2002, Hoover's began development work on web site enhancements that include the development of a new user experience for paid subscribers and users of free services, expansion of its proprietary industry classification system; upgrades to its content management system; the development of new search technology; and significant usability improvements to the site's user interface. For the quarter ended December 31, 2002, $60,000 has been capitalized under the accounting guidance of Emerging Issues Task Force 00-2, ACCOUNTING FOR WEB SITE DEVELOPMENT COSTS. It is anticipated that the project will be completed during the next fiscal year at which time the amortization of such costs will commence. 10. RECENTLY ISSUED STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS As of April 1, 2002, Hoover's adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 144 ("FAS 144"), ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. FAS 144 supercedes previous guidance related to the impairment or disposal of long-lived assets. For long-lived assets to be held and used, it resolves certain implementation issues of the former standards, but retains the basic requirements of recognition and measurement of impairment losses. For long-lived assets to be disposed of by sale, it broadens the definition of these disposals that should be reported separately as discontinued operations. There was no impact on the Company of adopting FAS 144, except that future sales of long-lived assets may be required to be presented as discontinued operations, which would be a different presentation than under previous accounting standards. 11. SUBSCRIPTION REVENUE Subscription revenue is derived from both individual and multi-seat enterprise accounts. An individual account is a single user who subscribes to either our Hoover's Lite product or our personal subscription offering, which has not been offered to new customers since August 2001. Multi-seat enterprise accounts are generally enterprises who subscribe to either Hoover's Pro or Hoover's Pro Plus. These accounts allow for several users to concurrently access Hoover's Online. The following table presents the detail of subscription revenue (in thousands) for the three and nine months ended December 31, 2002 and 2001, respectively: 7

12. INCOME TAXES Despite net income in the quarter and year-to-date period ended December 31, 2002, we have incurred operating losses for all years from inception (February 1990) through the fiscal year ended March 31, 2002. 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. As of March 31, 2002, Hoover's had federal net operating loss carryforwards of approximately $52.5 million. The net operating loss carryforwards will expire beginning in 2005, with most of the loss expiring after 2017, if not utilized. Utilization of the net operating losses may be subject to a substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986. This annual limitation may result in the expiration of net operating losses before utilization. 13. PROPOSED MERGER On December 5, 2002, Dun & Bradstreet Corporation ("D&B") and Hoover's announced a definitive agreement whereby D&B will acquire Hoover's. The transaction is valued at $7.00 per share in cash, for a total of approximately $117 million. On January 2, 2003, D&B and Hoover's jointly announced that the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Act of 1976 with respect to the transaction with D&B. On January 8, 2003, Hoover's filed its Definitive Proxy Statement with the SEC. As detailed in the Proxy Statement, the Special Meeting of Shareholders will be held at Hoover's headquarters in Austin at 8:30 a.m. on Friday, February 14, 2003. Shareholders holding Hoover's stock as of December 19, 2002, will be entitled to vote at the meeting. See "Legal Proceedings" in Part II of this Form 10-Q for a description of legal proceedings related to the proposed merger. 8 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 AND HISTORICAL STATEMENTS 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. MANAGEMENT'S DISCUSSION OF HISTORICAL AMOUNTS IS ROUNDED TO THE NEAREST $100,000 ON AMOUNTS GREATER THAN $1,000,000 AND TO THE NEAREST $1,000 ON AMOUNTS LESS THAN $1,000,000. STOCKHOLDERS AND 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 UNDER ITEM 2A "RISK FACTORS", AS WELL AS THOSE DISCUSSED IN THE HOOVER'S, INC. FORM 10-K FOR THE YEAR ENDED MARCH 31, 2002. OVERVIEW Hoover's, Inc., is a publisher of business information. Our Web-delivered service, Hoover's Online, provides access to our proprietary database covering more than 18,000 public and private companies worldwide, 300 industries and 180,000 corporate executives and board members. We also publish authoritative reference materials through Hoover's Business Press, our print and CD-ROM publishing business, and license information to a number of third parties. On December 5, 2002, Dun & Bradstreet ("D&B") and Hoover's announced a definitive agreement whereby D&B will acquire Hoover's. The transaction is valued at $7.00 per share in cash, for a total of approximately $117 million. On January 2, 2003, D&B and Hoover's jointly announced that the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Act of 1976 with respect to the transaction with D&B. On January 8, 2003, Hoover's filed its Definitive Proxy Statement with the SEC. As detailed in the Proxy Statement, the Special Meeting of Shareholders will be held at Hoover's headquarters in Austin at 8:30 a.m. on Friday, February 14, 2003. Shareholders holding Hoover's stock as of December 19, 2002 will be entitled to vote at the meeting. See "Legal Proceedings" in Part II of this Form 10-Q for a description of legal proceedings related to the proposed merger. Hoover's Online offers a range of paid subscription services as well as a free, advertising-supported service. Visitors to the free areas of our site can access company capsules and basic information. Subscribers to our paid offerings gain access to deeper information from the proprietary Hoover's database and the databases of several third parties, including D&B, Media General Financial Services, and Mergent FIS. Paying subscribers also gain access to a wider array of tools for searching, sorting, selecting, printing, and downloading information from the Hoover's database. We focus primarily on selling subscriptions to sales, marketing and business development professionals and senior executives with similar needs at small to mid-sized businesses and divisions of larger entities. These customers primarily use Hoover's Online to prospect and prepare for client meetings, sales presentations, vendor and partner negotiations, and other business opportunities. Hoover's was founded in 1990 as a publisher of reference books. Hoover's Online was launched in 1995 and served approximately 4.1 million unique visitors in the quarter ended December 31, 2002, compared to 3.4 million in the quarter ended December 31, 2001. Our current measure of unique visitors is determined by third-party and internally developed software that counts the number of separate computers that access our Web site. Through March 2002, our reported measure of unique visitors was determined exclusively by internally developed software that counted only unique hosts. Unique hosts consist of individual computers as well as proxy servers that represent numerous users and we reported 2.5 million unique visitors for the quarter ended December 31, 2001, using that methodology. Through the strength of the Hoover's brand, the quality of our database, and the effectiveness of our sales channels, Hoover's has built a paid subscriber base that includes 8,919 multi-seat enterprise accounts. As of December 9 31, 2002, we had approximately 14,300 individual subscribers, which included approximately 2,800 subscriptions to Hoover's Lite and approximately 11,500 subscriptions to a lower-priced product that we no longer offer to new customers. We believe our proprietary database is an important competitive advantage that provides information on more than 18,000 public and private companies worldwide. This database is produced and maintained by our editorial staff, which consists primarily of researchers, writers, editors as well as third-party sources, such as Media General Financial Services. Our editorial staff also compiles and maintains lists of key personnel at companies in our database, a valuable resource for our customers. We have entered into agreements with third-party information providers, including D&B, that complement our core database with information on more than 13 million additional company records, as well as financial data and industry analysis. We focus our resources primarily on growing our subscription revenue base, particularly our multi-seat enterprise accounts. We view this business as attractive in that it consists primarily of 12-month contracts that are invoiced in full and generally collected within normal terms, usually in less than 30 days. This generates attractive cash flows and predictable, recurring revenues. Our individual subscription business is a mix of both monthly and annual subscribers who pay up front, primarily with a credit card. The renewal rate for multi-seat enterprise accounts, which accounted for approximately 85% of subscription revenue for the three months ended December 31, 2002, was 74%, compared to 70% for the three months ended December 31, 2001. We calculate our renewal rate by dividing the dollars renewed in a given period by the dollars available for renewal in that same period. Individual subscriptions, which accounted for approximately 15% of subscription revenue during the three months ended December 31, 2002, generally have lower renewal rates than our multi-seat enterprise accounts. We generate revenue from four sources: - Multi-seat enterprise and individual subscriptions - Advertising and e-commerce - Licensing - Print publishing MULTI-SEAT ENTERPRISE AND INDIVIDUAL SUBSCRIPTIONS As of December 31, 2002, we offered two subscription options targeted toward multi-seat enterprise customers: Hoover's Pro and Hoover's Pro Plus. The list price for Hoover's Pro is currently $1,995 for a 1-5 seat annual subscription. Hoover's Pro Plus, with online downloading capabilities, has a current list price of $4,995 per year, for up to 5 seats. We have larger accounts, for which the pricing was specifically negotiated, based on a variety of factors, such as number of users and product delivery options. We periodically offer pricing discounts and promotions for our products and services. To meet the needs of single-seat users, we offer Hoover's Lite. This lower priced, single-seat subscription offering includes access to our proprietary business information, but without many of the tools and functionality available to our Pro and Pro Plus subscribers. This product is currently priced at $49.95 per month or $399 per year. We also have individual subscribers who pay $29.95 per month or $199 per year, under a pricing plan that has not been offered to new customers since August 2001. We recognize subscription revenues on a monthly basis, and we record prepaid annual individual and multi-seat enterprise subscriptions as deferred revenues upon collection. Deferred revenues are amortized into revenues over the term of the subscription. Our sales force, located in Austin, Texas, primarily pursues multi-seat enterprise accounts. Most of our sales come from leads generated from visitors to the free content on Hoover's Online, direct marketing and other promotional programs. We have also initiated efforts to sell these subscriptions through outbound selling efforts, utilizing various lead sources. These combined sales efforts produce the majority of subscription sales. We utilize a reseller based in the United Kingdom and have recently entered into a reseller agreement with a firm in Australia. Our Hoover's Lite product is sold both online and by our sales force. ADVERTISING AND E-COMMERCE 10 We offer a variety of advertising products such as customized packages of different sized advertisements -- including placement packages, sponsorships, standard banners and buttons, large units containing interactive advertisements, newsletters and direct e-mail. Advertisements can be delivered throughout Hoover's Online or within a narrow, more targeted area within the site. Pricing for advertising programs varies depending on size of the units and the level of integration, among other factors. Banners and button advertisements that are sold as stand-alone products are generally sold under short-term insertion orders based on a cost per thousand impressions served. Other advertising arrangements are customized, including the resale of excess inventory through third parties and our selling of advertising on other Web sites. Revenues are recognized either as the impressions are delivered, the obligations are fulfilled or ratably over the contract period. We generate e-commerce revenues from sponsors that pay a percentage of sales directly generated by their placement on Hoover's Online and/or placement or other fees for integration of the sponsor's offers within Hoover's Online. Generally, most of our e-commerce contracts have a term of one year, although a few of the contracts have shorter durations. Our advertising and e-commerce sales force consists of account executives and support staff. Our account executives handle high-level relationships with clients and advertising agencies. We currently maintain sales offices in New York City and San Francisco. LICENSING We have licensed portions of our database to third parties since 1991. Our customers range from traditional online service providers, such as Factiva and LexisNexis, to other Web sites, such as The Microsoft Network. Our licensing customers generally receive a data feed in XML or ASCII formats, or may take advantage of a number of hosted options including "XML Search and Retrieval" or an HTML search solution that allows the customer to place a small search box on their Web site. 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. For some licensees, Hoover's provides a co-branded set of Web pages, which allows both parties to market and promote their products and services. Hoover's does not recognize any direct revenue or expense from these marketing arrangements. With the August 1, 2000, acquisition of Powerize.com, we began operating the Hoover's NewsStand. NewsStand served as a distributor for publishers seeking to electronically deliver their publications on a Lotus Notes platform. Publishers using the NewsStand service included BNA, Inc., and Platt's, with BNA comprising more than 90% of the revenue. During the fiscal year ended March 31, 2002, we made a decision to discontinue the NewsStand service because it was highly dependent on one customer, was not core to the our strategy of serving customers through the Internet and was not operationally efficient. In addition, during the 2002 fiscal year, we discontinued another Powerize.com product, Hoover's Intelligence Monitor ("HIM"), a Web-based service that enabled subscribers to monitor multiple news sources. PRINT PUBLISHING We sell print products, containing company information under the name "Hoover's Business Press." We also sell a small volume of CD-ROMs containing company information. We recognize these revenues when the goods are shipped. For our sale of print products and CD-ROMs, we provide an allowance for returns when the products are shipped. Revenue is stated net of an allowance for returns. COSTS AND EXPENSES Our cost of revenues includes editorial and technology 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, printing and publishing costs associated with our print products and CD-ROMs, and technology costs associated with the delivery of advertising impressions and newsletters. Our product development expenses include technology personnel costs and related consulting fees, as well as amortization of previously capitalized product development costs. Sales and marketing expenses include sales, marketing and customer service personnel costs, including commissions, as well as all marketing, advertising, business development, and promotional expenses. 11 General and administrative expenses consist of compensation for administrative and executive staff, which include executive, finance, investor relations, legal, office network, and human resource personnel, as well as fees for general office and occupancy, depreciation, bad debt, professional services, travel, training and taxes. Amortization and impairment of goodwill and intangible assets consists of ratable amortization recorded over the useful lives of the identifiable intangible assets and charges related to periodic reviews of the carrying amount of goodwill and identifiable intangible assets. We continued 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 resulted in non-cash compensation expense over the four-year vesting period of these options. In addition, pursuant to the provisions of the Salary Reinvestment section of our 1999 Stock Incentive Plan, during the fiscal year ended March 31, 2002, we granted 9,363 options at exercise prices below the subsequently determined fair market value of the underlying shares of common stock on the dates of grant. As a result, we recorded non-cash stock compensation of $33,000 for the quarter ended December 31, 2002. All unearned stock compensation was fully amortized by December 31, 2002. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are reviewed periodically. Actual results may differ from these estimates under different assumptions or conditions. We believe the following represent our critical accounting policies: - Revenue Recognition - Allowance for Doubtful Accounts - Capitalized Web Site Development Costs REVENUE RECOGNITION: Subscription revenue is recognized as service is provided under the terms of online subscription agreements. Payments received in advance of providing services are recorded as deferred revenue and ratably amortized, in equal monthly amounts, beginning with the initial month of service. For those agreements where payment is not due in advance, revenue is recognized ratably over the term of the agreement in equal monthly amounts, beginning with the initial month of service, to the extent that collectibility is reasonably assured and a receivable is recorded. Upon receipt of payment, the remaining revenue to be taken is recorded as deferred revenue and amortized over the remaining term of the agreement. Advertising revenues are recognized as impressions are delivered or ratably over the contract period based on the terms of the specific customer agreements, provided that no significant remaining obligations exist and collection of the resulting receivable is probable. If an agreement contains both a minimum contract period and a minimum impression guarantee, we recognize revenue based on the lesser of the ratio of impressions delivered over the minimum impressions guaranteed or ratably over the contract period. Any agency fees associated with advertising are directly offset against revenue. E-commerce revenues are earned from advertisers and other partners who 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, provided that no significant remaining obligations exist and collection of the resulting receivable is probable. Estimates based on historical trends are used to record revenue from customers whose fee structure provides for payment based on a percentage of revenue earned by that customer. Customer accounts are then reconciled upon receipt of either a revenue report or actual payment. Licensing revenue is recognized as service is provided under the terms of licensing agreements. Estimates based on historical trends are used to record revenue from customers whose licensing fee structure provides for payment based on a percentage of revenue earned by that customer. Customer accounts are then reconciled upon 12 receipt of either a revenue report or actual payment. Payments received in advance of providing services are recorded as deferred revenue and recorded as revenue when earned. Print publishing revenues are recognized when goods are shipped to customers. At the time of sale, an allowance for returns is established. ALLOWANCE FOR DOUBTFUL ACCOUNTS: Accounts receivable are recorded net of an allowance for doubtful accounts. Our customers are concentrated in the United States. We perform limited credit evaluations, primarily on our advertising, e-commerce and licensing customers as well as large multi-seat enterprise subscribers. We generally do not require collateral and establish an allowance for estimated losses resulting from the non-collection of customer receivables. In estimating this allowance, we consider factors such as historical collection experience, a customer's current credit-worthiness, customer concentrations, age of the receivable balance, both individually and in the aggregate, and general economic conditions that may affect a customer's ability to pay. Actual collections could differ from our estimates. CAPITALIZED WEB SITE DEVELOPMENT COSTS: During the fiscal year ended March 31, 2001, 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, along with any future development costs, are 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 amortizing $1.1 million in costs over the estimated useful life of two years. The remaining balance of $730,000 related to design work for a more elaborate e-commerce transaction engine was written off in the quarter ended September 30, 2001. Amortization expenses as well as the prior year write-off are included in product development costs. During the quarter ended December 31, 2002, Hoover's began development work on web site enhancements which include the development of a new user experience for paid subscribers and users of our free services, expansion of our proprietary industry classification system; upgrades to our content management system; the development of new search technology; and significant usability improvements to the site's user interface. For the quarter ended December 31, 2002, $60,000 has been capitalized under the accounting guidance of Emerging Issues Task Force 00-2, ACCOUNTING FOR WEB SITE DEVELOPMENT COSTS. It is anticipated that the project will be completed during the next fiscal year, at which time the amortization of such costs will commence. RESULTS OF OPERATIONS The following table sets forth, for the periods illustrated, certain statement of operations data expressed as a percentage of net revenues:

REVENUES. Net revenues for the three months ended December 31, 2002, increased 9% to $8.6 million from $7.9 million for the three months ended December 31, 2001. Net revenues for the nine months ended December 31, 2002, increased 3% to $24.3 million, compared to the nine-month period in the prior year of $23.6 million. Subscription revenue increased 31% to $6.9 million for the three months ended December 31, 2002, from $5.3 million for the comparable quarter one year ago. Subscription revenue increased 23% to $19.3 million for the nine months ended December 31, 2002, from $15.7 million for the comparable period one year ago. These increases in revenues were due to increases in the number of multi-seat enterprise accounts and the average sales price of these accounts, partially offset by the revenue lost from a decrease in individual accounts. We increased the number of our multi-seat enterprise accounts by 15% to 8,919 as of December 31, 2002, from approximately 7,800 as of December 31, 2001. New leads to our business, the size and effectiveness of our salesforce, the introduction of Hoover's Pro Plus, as well as new features to the existing product contributed to the increase in accounts. Multi-seat enterprise accounts had an average contract price of approximately $2,700 as of December 31, 2002, compared to approximately $2,000 as of December 31, 2001. Average contract price is calculated by dividing the total sales associated with our 8,919 accounts by the number of accounts. As of both dates, our multi-seat enterprise accounts had an average contract length of 12 months. As of December 31, 2002, we had approximately 11,500 subscriptions to a lower-priced product that we no longer offer to new customers, compared to 22,000 subscriptions as of December 31, 2001. The decrease in the number of individual subscribers reflects our change in strategy, initiated over a year ago, to de-emphasize personal accounts in favor of higher-priced and longer-term multi-seat enterprise accounts. In addition, as of December 31, 2002, we had approximately 2,800 subscriptions to Hoover's Lite, a new product offered for the first time in November 2001. Subscription revenue represented 81% of net revenues for the three months ended December 31, 2002, compared to 67% of net revenues in the year-ago quarter. Subscription revenue represented 80% of net revenues for the nine months ended December 31, 2002, compared to 67% of net revenues in the same period one year ago. Revenues from advertising and e-commerce decreased 49% to $766,000 for the three months ended December 31, 2002, from $1.5 million for the three months ended December 31, 2001. Similarly, revenues from advertising and e-commerce decreased 39% to $2.8 million for the nine months ended December 31, 2002, from $4.6 million for the nine months ended December 31, 2001. These declines reflect the decline in the online and overall advertising industry that has taken place in the past two years, reductions in barter advertising, and the absence of advertising revenue associated with the discontinuance of our NewsStand service. Barter revenue decreased to $90,000 in the three months ended December 31, 2002, down from $502,000 in the same quarter one year ago. Barter revenue decreased 81% to $288,000 in the nine months ended December 31, 2002, compared to $1.5 million in the same period one year ago. These decreases in barter revenue did not impact our net income as our marketing expense was lower by the same amount. Advertising and e-commerce represented 9% of net revenues for the three months ended December 31, 2002, compared to 19% of net revenues in the prior year's quarter. Advertising and e-commerce represented 11% of net revenues for the nine months ended December 31, 2002, compared to 19% of net revenues in the year-ago period. Licensing revenues decreased 34% to $475,000 for the three months ended December 31, 2002, from $717,000 for the three months ended December 31, 2001. Licensing revenues decreased 45% to $1.4 million for the nine months ended December 31, 2002, from $2.5 million for the nine months ended December 31, 2001. Licensing revenues reflect royalty payments based on use of Hoover's content or other revenue-sharing arrangements. In fiscal year 2002, licensing revenue also included fees earned from the licensing of the NewsStand product, which was part of the Powerize.com acquisition on August 1, 2000. The decreases in the three and nine months ended December 31, 2002, respectively, compared to the three and nine months ended December 31, 2001 were due primarily to the decision to discontinue our NewsStand service, and the Hoover's Intelligence Monitor. Licensing revenue represented 6% of net revenues for the nine months ended December 31, 2002, compared to 11% of net revenues in the year-ago period. Net revenues from print publishing were $393,000 for the three months ended December 31, 2002, compared to $360,000 in the year-ago quarter, an increase of 9%. Net revenues from print publishing were $853,000 for the nine 14 months ended December 31, 2002, compared to $828,000 in the year-ago period, an increase of 3%. Print publishing revenue represented 4% and 5% of net revenues for the quarters ended December 31, 2002, and 2001, respectively, and 3% for the nine months ended December 31, 2002 and 2001, respectively. COST OF REVENUES. Cost of revenues for the three months ended December 31, 2002, decreased 19% to $2.0 million, from $2.5 million in the three months ended December 31, 2001. Cost of revenues for the nine months ended December 31, 2002, decreased 20% to $6.5 million, from $8.1 million in the nine months ended December 31, 2001. The decreases in cost of revenues were primarily due to workforce reductions that occurred last fiscal year, as well as decreases in expenses associated with third-party content and lower ad serving and newsletter delivery costs. Cost of revenues for the three months ended December 31, 2002, was 24% of net revenues, compared to 32% in the comparable quarter one year ago. Cost of net revenues for the nine months ended December 31, 2002 and 2001, was 27% and 35% of net revenues, respectively. PRODUCT DEVELOPMENT. Product development expenses for the three months ended December 31, 2002, increased 51% to $555,000 from $368,000 in the three months ended December 31, 2001. Product development expenses for the nine months ended December 31, 2002, decreased 18% to $1.5 million from $1.8 million in the nine months ended December 31, 2001. The increase for the three months ended December 31, 2002, compared to the year ago period was due to increased resources dedicated to ongoing product enhancements. The decrease for the nine months ended December 31, 2002 from the same period of the prior year was due to the write-off of $730,000 in September 2001 of design work for an e-commerce transaction engine, offset by additional consulting expenditures, as well as higher personnel costs associated with our ongoing product enhancements. SALES AND MARKETING. Sales and marketing expenses for the three months ended December 31, 2002, increased 10% to $2.6 million, from $2.4 million for the three months ended December 31, 2001. Sales and marketing expenses for the nine months ended December 31, 2002, increased 6% to $7.4 million, from $6.9 million for the same period in the prior year. The increases in sales and marketing expenses were due to an increase in our subscription sales force, higher commissions associated with higher revenues and a higher effective rate and higher direct marketing and promotional expenses. These increases were partially offset by lower sales expenses associated with our advertising business, as well as reductions in barter advertising. GENERAL AND ADMINISTRATIVE. General and administrative expenses for the three months ended December 31, 2002, increased 18% to $3.2 million, from $2.7 million for the three months ended December 31, 2001. The increase was primarily a result of $618,000 in expenses associated with the proposed merger with D&B. The merger-related expenses consisted primarily of the fairness opinion provided by our financial advisor as well as legal and other professional fees. The overall increase in general and administrative expenses was also due to an increase in bad debt expenses associated with a higher level of subscription sales. General and administrative expenses for the nine months ended December 31, 2002, decreased 19% to $8.3 million, from $10.2 million for the same period one year ago primarily due to our strategy to streamline our business and reduce costs in a difficult economy. The effects of the September 2001 reduction in personnel, including the elimination of the Executive Chairman position and office expenses relating to the closure of our London office contributed to this decrease. Also, we had decreases in training expenses, depreciation and taxes during the nine-month period. AMORTIZATION AND IMPAIRMENT OF GOODWILL AND INTANGIBLES. Amortization and impairment of goodwill and intangibles for each of the three months ended December 31, 2002 and 2001, was $12,000. Amortization and impairment of goodwill and intangibles for the nine months ended December 31, 2002, decreased to $37,000, from $6.2 million for the nine months ended December 31, 2001. 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 fiscal year ended March 31, 2001. 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 2001. As of March 31, 2002, we have no goodwill. As of December 31, 2002, we have $28,000 recorded in net intangibles. NON-CASH COMPENSATION. Non-cash compensation expense for the three months ended December 31, 2002, decreased 50% to $33,000, from $66,000 for the three months ended December 31, 2001. Non-cash compensation expense for the nine months ended December 31, 2002, decreased 79% to $107,000, from $507,000 for same period in the prior year. Of the $507,000 of non-cash compensation expense in the year ended December 31, 2001, a one-time 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. The remainder of the decrease resulted from lower 15 amortization due to the underlying option vesting schedules and the termination of employees for which these charges related. As of December 31, 2002, there was no remaining unearned stock compensation. INTEREST INCOME AND EXPENSE. Interest income for the three months ended December 31, 2002, decreased 12% to $199,000, from $226,000 for the three months ended December 31, 2001. Interest income for the nine months ended December 31, 2002, decreased 32% to $624,000, from $915,000 for the nine months ended December 31, 2001. The decreases were due to lower interest earned on our investment portfolio partially offset by increases in cash balances and short-term investments. We had no interest expense for the three or nine months ended December 31, 2002, compared to $1,000 and $26,000 for the three and nine months ended December 31, 2001. The decreases were due to the repayment in full of a note held by a shareholder in the nine months ended December 31, 2001, and the pay-off of our capital lease obligations in the fiscal year ending March 31, 2002. IMPAIRMENT OF STRATEGIC INVESTMENTS. We had no impairment of strategic investments for the three and nine months ended December 31, 2002, compared to an impairment of $0 and $2.5 million, for the three and nine months ended December 31, 2001, respectively. As of December 31, 2002 we have no amounts recorded as strategic investments on our balance sheet. In prior fiscal years, we made equity investments in several companies, both private and public, that we considered to be strategic in nature. As a result of our prior year review, considering the publicly traded prices for comparable companies, overall market conditions, the status of business plans as well as the individual companies' financial conditions and liquidity, we determined that there was permanent impairment on these assets. INCOME TAXES. Despite net income in the quarter and year-to-date period ended December 31, 2002, we have incurred operating losses for all years from inception (February 1990) through the fiscal year ended March 31, 2002. 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. As of March 31, 2002, Hoover's had federal net operating loss carryforwards of approximately $52.5 million. The net operating loss carryforwards will expire beginning in 2005, with most of the loss expiring after 2017, if not utilized. Utilization of the net operating losses may be subject to a substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986. This annual limitation may result in the expiration of net operating losses before utilization. LIQUIDITY AND CAPITAL RESOURCES We generated $5.8 million in cash from operating activities during the nine months ended December 31, 2002, an increase of approximately $2.6 million over the $3.2 million generated in the same period last year. This increase is primarily due to the Company's profitability and other working capital changes. As of December 31, 2002, we had $38.8 million of cash, cash equivalents, and short-term investments. Our principal commitments as of December 31, 2002, consisted of accounts payable, commissions and accrued expenses and employee liabilities. Our accounts payable and commissions balance as of December 31, 2002, was $898,000, which consisted of short-term accounts, due within 30 days, and commissions due to employees. Our accrued expenses and employee liabilities of $3.7 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 and estimated accrued bonuses due to employees. In addition, we accrued approximately $600,000 in obligations associated with the proposed merger transaction with D&B, consisting primarily of obligations to our financial advisor and legal counsel. As of December 31, 2002, we had deferred revenue of $9.4 million, which represented upfront payments, primarily related to annual subscriptions to Hoover's Online, which have not been recognized as revenue. During the three and nine months ended December 31, 2002, we did not repurchase any shares pursuant to our approved stock repurchase program. In the event that the proposed merger with D&B is not consummated, we may in the future utilize cash to fulfill, in whole or in part, the purchase of the approximate 1,000,000 shares remaining under this program. In the event that the proposed merger with D&B is not consummated, we may incur and pay fees of up to $5.7 million to D&B. Additionally we may, in the future, pursue additional acquisitions of businesses, products, and technologies or enter into joint-venture arrangements that could complement or expand our business. Any material acquisition or joint venture could result in a decrease to our working capital, depending on the amount, timing and nature of the consideration to be paid. 16 We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash requirements for working capital and capital expenditures in the next 12 months. Beyond the next 12 months, our significant commitment consists of payment of lease commitments for facilities. Although we currently expect to meet the cash requirements of such commitments, expenditures, and ongoing operating expenses from working capital, we may need or choose to raise additional funds, seek a credit facility, or seek other financing arrangements in order to meet our long-term liquidity needs. ITEM 2A. RISK FACTORS In addition to the other information in this Form 10-Q, the following factors should be considered in evaluating our company and our business. WE HAVE A HISTORY OF LOSSES AND MAY INCUR FUTURE LOSSES. We incurred net losses for each of our previous fiscal years and a net loss of $11.9 million for the year ended March 31, 2002. At December 31, 2002, we had an accumulated deficit of $65.6 million. Although we generated net income of $1.1 million in the nine months ended December 31, 2002, we may never generate sufficient revenues to 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 have significantly fluctuated in the past and may fluctuate significantly in the future due to a variety of factors, including the following: - 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; - economic conditions specific to the online publishing industry, as well as general economic and market conditions. - the publishing cycle of Hoover's Business Press; - the number of unique visitors, leads and new subscriber acquisitions; - 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. 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 such event, the price of our common stock is likely to fall, perhaps substantially. 17 GENERAL ECONOMIC CONDITIONS HAVE AND MAY CONTINUE TO IMPACT OUR OPERATIONS NEGATIVELY. 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 an economic downturn. Thus, a recession in the United States may have a material adverse effect on each of our revenue streams. The general slowdown in the economy has caused businesses to reduce discretionary spending in areas such as advertising and with business information providers as well as caused business failures among existing customers. We have experienced a significant reduction in our advertising business for more than a year as a result of this general slowdown. OUR FAILURE TO INCREASE THE NUMBER OF OUR SUBSCRIBERS SIGNIFICANTLY OR RETAIN OUR CURRENT SUBSCRIBERS WOULD ADVERSELY AFFECT OUR BUSINESS. Subscription revenue represented 80% of our total revenue for the nine months ended December 31, 2002, and 67% of our total revenue for the nine months ended December 31, 2001. Our future success is highly dependent on continuing to attract companies and businesspeople who are willing 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 will help attract visitors and subscribers. Our operating results and financial condition may be materially and adversely affected, if we: - fail to generate sufficient unique visitors to Hoover's Online; - fail to generate sufficient leads from such unique visitors; and - fail to convert such leads to subscription sales. Our operating results and financial condition may also be materially and adversely affected, if the market for individual and multi-seat enterprise subscription-based online business information services develops more slowly than we expect, or if our efforts to attract new subscribers are not cost-effective. We also believe that our long-term success depends on our ability to retain a substantial portion of our existing subscribers. We continue to invest significant resources in our database, tools, customer experience, network infrastructure and customer and technical support capabilities. We cannot be certain that these investments will maintain or improve subscriber retention. In addition, as businesspeople are offered competing information products and services they may discontinue or limit their use of our services. Any loss of significant numbers of subscribers would have a material adverse effect on our business, operating results and financial condition. WE ARE EVALUATING AND ADJUSTING THE SERVICES, FEATURES AND PRODUCTS THAT WE OFFER TO OUR SUBSCRIBERS AND THE ASSOCIATED PRICES OF THESE PRODUCTS. OUR ADJUSTED PRODUCTS AND SERVICE OFFERINGS AND PRICES MAY NOT BE ATTRACTIVE TO OUR EXISTING SUBSCRIBERS OR POTENTIAL NEW SUBSCRIBERS. We routinely evaluate existing features offered on Hoover's Online, and the various levels of access and associated prices that we offer to subscribers. This evaluation led to a price increase effective March 1, 2002. 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. These potential costs may be required to be capitalized under the accounting guidance of Emerging Issues Task Force 00-2, ACCOUNTING FOR WEB SITE DEVELOPMENT COSTS. We 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 content, features 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 our revised product offerings, adjusted prices and potential new content, features and tools, as well as the associated marketing activities and expenditures, will increase or maintain our overall number of subscribers or audience, increase or maintain our retention rates or increase or maintain our total revenue derived from our service offerings and content. Our business, operating results and financial condition may be materially and adversely affected if we experience difficulty in attracting new subscribers or audiences to our new service offerings, or if we experience increased cancellations from existing subscribers or erosion of our existing audience. 18 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. For more than a year, the markets for various types of online advertising have experienced significant declines. If this trend continues, our revenues from advertising could be materially adversely affected. Advertising and e-commerce represented 11% of our revenues for the nine months ended December 31, 2002. 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 to measure the effectiveness of online advertising on the Internet continue to evolve. If new standards emerge and we are unable to offer advertisers effective advertising options as measured by these new standards, advertisers may not continue advertising on our Web site. Furthermore, advertisers that have traditionally relied upon other advertising media may be reluctant to advertise significantly online. Our business, operating results, and financial condition would be further materially and adversely affected if the market for advertising continues to decline or recovers more slowly than expected. Different pricing models are used to sell advertising online. Prevalent pricing models consist of cost per thousand impressions (CPM), 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 leads, sales or traffic and a move away from CPM pricing. We cannot assure you that we will be able to effectively deliver appropriate advertising to successfully produce targeted or performance based advertising in a competitive environment. Any 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 and advertising formats 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. In addition, we may decide that various forms of intrusive advertising formats may negatively impact the user experience for our subscribers in which case we would choose to forego offering those formats, which could negatively impact our advertising 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 these third parties 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. SEASONALITY HAS AN EFFECT ON OUR BUSINESS. We have experienced seasonal trends in our traffic, subscription sales, 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. Our operating results may be affected if we experience seasonality in future periods. OUR CD-ROM AND PRINT BUSINESS IS SUBJECT TO A VARIETY OF RISKS. We sell CD-ROMs and print products, containing company information, under the name "Hoover's Business Press." This business, like our other businesses, is subject to a variety of risks, including evolution of the marketfrom print products to online services , seasonality, general economic conditions, ability to attract and retain customers, competition from other CD-ROM, print, electronic providers, the price for paper, and ability to reach agreements with content providers and distributors for our CD-ROM and print products. WE DEPEND ON BRAND AWARENESS TO GROW OUR BUSINESS. 19 The future success of Hoover's depends, 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 subscription and advertising revenues from our Web site will depend in part on the success of our marketing campaigns and marketing relationships with other Web sites to promote our brand. If our marketing efforts and/or marketing relationships with third parties are unsuccessful, we cannot increase our brand awareness, or the integrity of our brand is impaired, 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 and services, such as FORTUNE.com, Yahoo! and The Microsoft Network. In addition, we have entered into relationships with search engines and their agents, such as Google and Overture, to expand our audience. Each of these type relationships may provide links back to Hoover's Online. The success of each of our marketing relationships depends in part on the amount of increased viewer traffic we receive from that organization's Web site. These relationships may not generate the number of new visitors or sales leads that we expect. Termination of our marketing relationships may decrease the number of visitors to our Web site, which may adversely affect our revenues. WE CANNOT PREDICT THE SIZE OR VIABILITY OF THE ONLINE INFORMATION SERVICES MARKET. The market for our online business information services is evolving. As is typical of an evolving industry, demand and market acceptance for recently introduced services are subject to a high level of uncertainty and risk. Because of these factors, it is difficult to predict the future growth rate, if any, and size of this market. We cannot assure you that the market for our online business information services will continue to develop. If the use of online business information services fails to continue to grow, our ability to establish other online services could be materially and adversely affected. In addition, we may extend our online business information services model to additional segments of business information. We cannot assure you that we will be successful in our efforts. OUR MARKETS ARE HIGHLY COMPETITIVE AND SUCH 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 in particular, 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 and providers, such as Dialog, Factiva, LexisNexis, OneSource and The Wall Street Journal Interactive Edition; - Web sites focused on business audiences, such as CBS MarketWatch, Forbes and The Wall Street Journal Interactive Edition; - providers of company information, such as D&B, InfoUSA, Market Guide (a division of Multex) and Standard & Poor's; - providers of proprietary business information, such as Bloomberg Business News; and - free Web-based information providers such as Google, Yahoo! and The Microsoft Network. We also compete with a number of organizations with which we have other business relationships, such as AOL Time Warner, Bloomberg, D&B, Factiva, LexisNexis, The Microsoft Network, Yahoo! and Multex. We formed the 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 and revenues may decrease. Alternatively, we may choose not to renew the agreements for competitive reasons, which may have a negative impact on our revenues. 20 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 which we have strategic relationships, and advertisers. Our competitors may develop content that is equal or superior to ours or that achieves greater market acceptance than ours. It is also possible that new competitors may emerge and rapidly acquire significant market share. We believe that the Internet industry has seen, and will continue to see, significant merger and acquisition activity. Some of our competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties to increase their ability to rapidly gain market share. If we do not reach critical mass, or do not achieve significant market share, our ability to compete in a consolidating market could be negatively impacted. As a result of these factors, we may not be able to compete successfully for subscribers, advertisers, visitors, customers or staff, which could materially adversely affect our business, operating results and financial condition. Increased competition could result in price reductions, reduced margins or loss of market share, any of which could materially adversely affect our business, operating results and financial condition. OUR FUTURE SUCCESS DEPENDS ON OUR EDITORIAL STAFF. We depend upon the efforts of our writers, researchers and other editorial staff to produce original, timely, comprehensive, and authoritative 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 plan to pursue growth opportunities in our core business of subscriptions. This growth may place a significant strain on our managerial, operational, and financial resources. We may need to continue 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, legal, 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. 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 be assured that we would be able to replace the content we currently receive from our content providers in a timely manner, which could have a material adverse effect on our operating results from failure to retain existing subscribers and advertisers or attract new subscribers and advertisers. ACQUISITIONS MAY DISRUPT OR OTHERWISE HAVE A NEGATIVE IMPACT ON OUR BUSINESS. In the event that the proposed merger with D&B is not consummated, Hoover's may acquire or make further investments in complementary businesses, products and technologies. Potential 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; 21 - we may not be able to integrate successfully the services, content, products and personnel of any acquisition into our operations; - we may be required to incur debt or issue debt or equity securities, which may be dilutive to existing stockholders, to pay for acquisitions. We also may be required to assume debt or contingent liabilities, record goodwill and/or other intangibles that may be subject to a future impairment, or write off in-process research and development or other acquisition-related expenses; and - we may not derive the intended benefits of any acquisition and we may lose all or some portion of our investment. THE PROPOSED D&B MERGER MAY DISRUPT OR OTHERWISE HAVE A NEGATIVE IMPACT ON OUR BUSINESS OR THE PRICE OF OUR STOCK. On December 5, 2002, D&B and Hoover's announced a definitive agreement whereby D&B proposes to acquire Hoover's. This transaction has required significant amounts of time from our executives. It will likely continue to do so until the transaction is consummated and thereafter if not consummated due to potential litigation and investor relations activities. Hoover's Definitive Proxy filed with the SEC (www.sec.gov) and mailed to shareholders delineates certain benefits of the merger as well as potentially negative aspects of it. In addition, if the merger is not consummated: - there is the possibility that the price of Hoover's common stock will significantly decline - certain circumstances may require Hoover's to make a payment of up to $5.7 million; and - D&B may compete more directly against Hoover's. WE MAY EXPERIENCE CAPACITY CONSTRAINTS OR SYSTEM FAILURES THAT COULD DAMAGE OUR BUSINESS. If Hoover's or third-party systems cannot be expanded to support increased demand or fail to perform effectively, we could experience: - disruptions in service; - inability to deliver services as purchased; - slower response times; - reduced customer satisfaction; - inability to process online orders; - inability to properly bill the credit cards of or invoice our subscribers; - 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 technology infrastructure. Even though we have developed a redundant infrastructure to protect our systems and operations, they are vulnerable to damage or interruption from human error, natural disasters, telecommunication failures, break-ins, sabotage, failure to adequately document the operation of software and hardware systems and procedures, computer viruses, intentional acts of vandalism and similar events. If our third-party hosting facility, suffered substantial defects, errors, disaster, or financial hardship, or if the City of Austin experienced a catastrophic event, our business may suffer significant loss. We are in the process of implementing a redundant Hoover's Online web site in another location in the event of disaster at the Austin facility. Business interruption insurance to compensate for losses that could occur for any of these risks may not be sufficient to cover actual losses. 22 We are increasingly relying on "open source" software for developing new functionality. Such software is not provided with a manufacturer's warranty. We support such software with internal resources as well as with third parties, but cannot assure you that these precautions are sufficient to prevent an adverse effect on our operations. Some of our subscribers have been subjected to "pop-up" advertisements while using our service that were generated by third parties. Such subscribers may incorrectly assume that the advertisements were provided by our service and, if so, may terminate use of our service. Our systems will not be able to detect and block all such advertisements and their potentially negative impact on subscriptions. 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, libel, 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 other 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. In addition, we could be subject to claims for software license infringement based on the software and other technologies that we utilize on our Web site. We do not currently carry insurance that protects us against these types of claims. Any claim, with or without merit, could be costly to defend and could result in a diversion of management attention. 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 potential customers from engaging in online transactions. We are conducting a third-party audit of our security systems. 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 may 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 Chairman, Chief Executive Officer and President. We have entered into employment agreements with Mr. Tarr, and Russell Secker, Executive Vice President - Marketing, but either may terminate his employment with us upon 30 days' prior written notice pursuant to the terms of their employment agreements. As part of D&B's proposed acquisition of Hoover's, D&B is requiring that Mr. Tarr enter into a new employment agreement. No other member of our senior management has entered into an employment agreement with us, other than agreements providing for severance payments in the event of termination other than for cause or termination following a change in control. We do not maintain key-person life insurance on any of our employees. The loss of the services or breach of confidentiality 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 continued ability to attract, retain and motivate highly qualified sales, technical, customer support, financial and accounting and managerial personnel that meet our employment and ethical standards. D&B's proposed acquisition of Hoover's may negatively affect our ability to attract and retain competent employees. 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, service marks, trademarks, trade secret laws, our user policy and subscription agreement, licensing agreements and restrictions on disclosure to protect our intellectual 23 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. This risk may be exacerbated by our Pro Plus service, which allows subscribers to "download" information from our service to the subscriber's personal computer. 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 to warrant the origin and ownership of licensed content. We generally obtain representations of the origins and ownership of licensed content and generally obtain indemnification to cover any breach of any representations. However, we cannot assure you that these representations will be accurate or that indemnification will be sufficient to provide adequate compensation for any breach of these representations. We cannot assure you that infringement or other claims will not be asserted or prosecuted against us in the future, whether resulting from our internally developed intellectual property or licenses or content from third parties. Due to the global nature of the Internet, we may be subject to such claims asserted under the laws of foreign countries, which may differ substantially from the 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. During the nine month period ended December 31, 2002, the closing sale price of our common stock on the NASDAQ National Market ranged from $4.40 to $7.21 per share. The closing price on December 31, 2002 was $7.09 per share. We believe that the announcement of our proposed merger with D&B has contributed to volatility in our stock price. Our stock could continue to experience similar volatility based on market speculation about the final outcome of our shareholder vote or any delay, change, or termination of the proposed merger with D&B. In addition, our stock price may fluctuate in response to a number of other 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; and - the operating and stock-price performance of other companies that investors may deem comparable. As of December 31, 2002, we had 15,628,570 shares of common stock outstanding, net of treasury shares owned. Of this total, our five largest shareholders own approximately 53%. In addition, the directors and officers as a group own approximately 6%. This concentration of ownership tends to reduce the trading volume of our shares. The average daily trading volume for our shares was only approximately 24,000 between April 1, 2002, and the December 5, 2002 announcement of our proposed acquisition by D&B. Since that date the volume has increased. As of December 31, 2002, holders of 961,536 shares acquired pursuant to our acquisition of Powerize.com, Inc., were subject to Rule 144 restrictions, which lapsed on August 1, 2002. These shares have additional company-imposed restrictions that lapsed on January 28, 2003. With the lapse of the company imposed restrictions, these shares became freely tradable. If these shareholders collectively elect to sell, it could negatively affect our share price, given our low historical trading volume. In the event that the proposed merger with D&B is not consummated, we may resume repurchases under the stock repurchase plan authorized by our Board in December 2000. Such activity, or the lack of activity with regard to 24 the repurchase of shares by us, may contribute to fluctuations in our stock price. Share repurchases by us over time may have the impact of reducing the number of shares in the public float. In addition, in the event that the proposed merger with D&B is not consummated, 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. Sales of substantial amounts of common stock by existing stockholders (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 our common stock. The possibility that the pending transaction with D&B may not be completed could increase the likelihood or perception that sales of substantial amounts of our stock will occur. In addition, the stock markets in general, have experienced extreme volatility. These broad market and industry fluctuations, combined with the other factors identified may contribute to volatility and adversely affect the price of our common stock, regardless of our operating performance. 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 nature of the Internet and the electronic distribution of business information, including distribution through wireless channels and products, Enterprise Information Portals (EIP) and corporate intranets, exacerbate these market characteristics. Accordingly, our future success will depend on our ability to adapt to rapidly changing technologies and industry standards, and our ability to continually improve the performance, features and reliability of our services in response to both evolving customer demands and competitive service offerings. Our inability to adapt successfully to these changes in a timely manner or the failure of our new service announcements, introductions or enhancement to operate properly upon implementation 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 will involve implementation risks and, once correctly implemented, 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, operating results and financial condition would be materially adversely affected. WE DEPEND ON THE CONTINUED GROWTH IN USE AND EFFICIENT OPERATION OF THE INTERNET. The online information market is evolving. Our business would be materially adversely affected if online usage does not continue to grow or grows slower than anticipated. Our audience depends on Internet Service Providers, online service providers, corporate networks, and other Web site operators for access to our Web site. Significant outages of these services could cause our visitors to perceive the Internet in general or our Web site in particular as unreliable and, therefore, cause them to use other media to obtain their company and business information. In addition, obtrusive "pop-up" and other forms of advertisements and e-mail "spam" may negatively impact the growth in use of the Internet or our service. 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. Internet communications may experience delays that can impact user experience. Some of our users using third-party Internet Service Providers for Internet access have experienced delays that are beyond our control to alleviate. 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 25 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 including ours, typically place information known as cookies on a user's hard drive, sometimes 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 to our Web site. Additionally, it allows us to limit the frequency with which a viewer is shown a particular advertisement. Any reduction or limitation in the use of cookies could adversely affect our ability to target advertising effectively. Commonly used Internet browsers allow users to modify their browser settings to remove cookies at any time or to prevent cookies from being stored on their hard drives. In addition, some Internet commentators, privacy advocates, and governmental bodies have suggested limiting or eliminating the use of cookies. The use of cookies may become more restrictive in certain non-U.S. markets, which could impact the rate or success of expansion into those markets. WE MAY BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES. The laws governing the Internet in general remain largely unsettled, even in areas where there has been some legislative action. It may take years to determine whether and how existing laws, including those governing intellectual property, privacy, libel and taxation, apply to the Internet generally and to the electronic distribution of business information in particular. For example, some of the companies that we report on have claimed that our purchase of search results containing their company name constitutes a form of trademark infringement. 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. The costs of communicating on the Internet could increase substantially, potentially adversely affecting the growth of the Internet. Further, due to the global nature of the Internet, it is possible that, although transmissions relating to our services originate in the State of Texas, governments of other states, the United States or foreign countries might attempt to regulate our service or levy sales or other taxes on our activities. In Texas, sales of goods over the Internet are taxed the same as sales of personal property through traditional channels. As a result, Internet companies based in Texas, like Hoover's, may be at a competitive disadvantage to Internet companies based outside of Texas with respect to sales to Texas-based customers. We cannot assure you that violations of local or other laws will not be alleged or charged by governmental authorities, that we might not unintentionally violate these laws or that in the future these laws will not be modified or new laws enacted. In addition, the passage of the Sarbanes-Oxley Act of 2002 and other new regulations of corporate governance will increase our operating costs. Any of the above developments could have a material adverse effect on our business, operating results, and financial condition. NEW LAWS AND REGULATIONS AFFECTING CORPORATE GOVERNANCE MAY IMPEDE OUR ABILITY TO ATTRACT AND RETAIN COMPETENT BOARD MEMBERS, A CHIEF EXECUTIVE OFFICER, AND A CHIEF FINANCIAL OFFICER. On July 30, 2002, President George W. Bush signed into law the Sarbanes-Oxley Act of 2002. The Act is designed to enhance corporate responsibility through new corporate governance and disclosure obligations, increase auditor independence, and tougher penalties for securities fraud. In addition, the SEC and NASDAQ have adopted rules in furtherance of the Act and are considering adopting others. This Act and the related new rules and regulations will likely have the effect of increasing the complexity and cost of our company's corporate governance, which may increase the risk of personal liability for our Board members, chief executive officer, chief financial officer and other executives involved in the governance process. As a result, in the event that the proposed merger with D&B is not consummated, we may be required to change the composition of Board committees, such as the Audit Committee, and it may become more difficult to attract and retain Board members, a chief executive officer, a chief financial officer and/or other executives involved in corporate governance. WE MAY NOT BE ABLE TO GENERATE ATTRACTIVE RETURNS ON OUR CASH AND SHORT-TERM INVESTMENTS. As of December 31, 2002, we had $38.8 million of cash, cash equivalents and short-term investments and are currently generating positive cash flow. To date, interest income has been a contributor, sometimes significantly, to our net income. With declining interest rates, we may not be able to generate attractive returns on our cash and short-term investments, which could negatively affect our profitability. 26 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Cash, cash equivalents, and short-term investments are sensitive to changes in the general level of U.S. interest rates and general health of the economy. Due to the nature of our short-term investments, we have concluded that we do not have material market risk exposure. Our investment policy requires us to invest funds in excess of current operating requirements in: - obligations of the U.S. government and its agencies; - investment-grade state and local government obligations; - commercial paper and master notes of corporations rated A1 or P1 by Moody's or the Standard & Poor's equivalents; - bonds and auction rate securities of corporations rated A3/A- by Moody's or the Standard & Poor's equivalents; and/or - money market funds, deposits, or notes issued or guaranteed by U.S. and non-U.S. commercial banks meeting certain credit rating and net-worth requirements with maturities of less than two years. As of December 31, 2002, our cash and cash equivalents consisted primarily of demand deposits, money market accounts, commercial paper, and market auction preferreds issued by large institutions. Our short-term investments were invested in commercial paper, corporate notes, corporate bonds and medium-term notes issued by large institutions and U.S. government agencies. Such short-term investments have an average maturity of less than one year from December 31, 2002. A 1% decrease in market rates would likely reduce our annual interest income by approximately $380,000, but we do not expect it would materially affect the fair value of these instruments. Due to the nature of our investments, we have concluded that we do not have material market risk exposure. We cannot assure you that certain investments will not fall below the minimum standards of our investment policy and could go into default, causing us to realize a loss. Hoover's had capital leases and assumed capital lease and shareholder obligations as part of the Powerize.com acquisition, which resulted in the risk that interest expense or the fair value of capital lease obligations might be impacted by changes in market interest rates. However, market risks associated with these obligations were not significant and these obligations were retired in the fiscal year ended March 31, 2002. Our operations are based in the United States and, accordingly, the majority of our transactions were denominated in U.S. Dollars. However, we did have foreign-based operations where transactions were denominated in foreign currencies and were subject to market risk with respect to fluctuations in the relative value of currencies. However, with the closing of our U.K. operations in September 2001, our translation and most transaction exposure has been eliminated. ITEM 4. CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Our chief executive officer and our chief financial officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of a date within 90 days of our filing of this quarterly report on Form 10-Q (referred to as the "Evaluation Date"), have concluded that, as of the Evaluation Date, our disclosure controls and procedures were adequate and effective to ensure the timely collection, evaluation and disclosure of information relating to us and our consolidated subsidiaries, if any, that would potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. CHANGES IN INTERNAL CONTROLS There were no significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the Evaluation Date. No significant deficiencies or material weaknesses were identified in the evaluation of our internal controls and therefore no corrective actions have been taken. 27 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On November 15, 2001, and as of the date of this filing, a putative shareholder class action lawsuit was filed against Hoover's, certain of our current and former officers and directors, and one of the investment banks that was an underwriter of our July 1999 initial public offering. The lawsuits were filed in the United States District Court for the Southern District of New York and purport to be class actions filed on behalf of purchasers of our stock during the period from July 20, 1999, through December 6, 2000. Plaintiffs allege that the underwriter defendants agreed to allocate stock in our initial public offering to certain investors in exchange for excessive and undisclosed commissions and agreements by those investors to make additional purchases of stock in the aftermarket at pre-determined prices. Plaintiffs allege that the Prospectus for our initial public offering was false and misleading in violation of the securities laws because it did not disclose these arrangements. The actions seek damages in an unspecified amount. Hoover's and our current and former officers and directors intend to vigorously defend the actions. The action is being coordinated with more than 300 other nearly identical actions filed against other companies. In October 2002, Plaintiffs offered our named officer and named director a tolling agreement by which these two defendants could be dismissed from the lawsuit without prejudice. The offer was accepted by the named officer and named director. On June 14, 2002, Lori Ricci-Sioson, a former employee who was terminated on September 18, 2001, filed a Plaintiff's Original Petition against Hoover's in the 345th Judicial District Court, Travis County, Texas. In this Petition, Ms. Sioson alleged four causes of action against the Company: (1) Sexual Harassment/Gender Discrimination under Texas Labor Code Sec. 21.051; (2) Retaliation by Adverse Employment Decision; (3) Retaliation by Wrongful Termination under Texas Labor Code; and (4) Breach of Contract. The Company filed an Original Answer to this lawsuit. Pre-trial discovery is being undertaken. The Company intends to vigorously defend this lawsuit. On December 30, 2002 a shareholder lawsuit was filed by Marathon Partners against Hoover's and its current directors. The lawsuit was filed in the United States District Court for the Western District of Texas, Austin Division. On January 3, 2003, Hoover's filed a Form 8-K with the SEC disclosing the filing of the suit as well as the contents of the complaint. The suit was voluntarily dismissed without prejudice on January 14, 2003. On the same day, a suit with virtually identical allegations was filed with the Travis County District Court, in Austin, Texas. Marathon Partners has requested expedited discovery as well as an injunction to stop the shareholder meeting scheduled for February 14, 2003, to consider the approval of the merger. ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (b) Reports on Form 8-K 28 On October 28, 2002, we filed a Form 8-K regarding the resignation of Alan Chai as a member of the Board of Directors. On December 5, 2002, we filed a Form 8-K regarding the fact that Hoover's, Inc. ("Hoover's"), The Dun & Bradstreet Corporation ("Dun & Bradstreet") and Duns Investing IX Corporation, entered into an Agreement and Plan of Merger (the "Merger Agreement"). On December 23,2002, we filed a Form 8-K regarding the fact that on December 18, 2002, Hoover's set December 19, 2002, as the record date for the special meeting of its stockholders that will be held to vote on the proposed acquisition of Hoover's by D&B. On January 3, 2003, we filed a Form 8-K regarding the fact that on January 2, 2003, Hoover's issued a press release announcing that the Federal Trade Commission had granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the proposed merger. On January 3, 2003, we filed a Form 8-K regarding the fact that on December 30, 2002, Marathon Partners, L.P. ("Marathon") filed a complaint against Hoover's and each member of Hoover's board of directors in the United States District Court for the Western District of Texas (Austin Division). On January 21, 2003, we filed a Form 8-K regarding the fact that on January 14, 2003, the Marathon suit filed in the United States District Court was dismissed and a suit with virtually identical allegations was filed with the Travis County District Court, in Austin, Texas. 29 SIGNATURES AND CERTIFICATIONS Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HOOVER'S, INC February 3, 2003 /s/ Jeffrey R. Tarr -------------------- ------------------------------- Date Jeffrey R. Tarr Chief Executive Officer and President (Principal Executive Officer) February 3, 2003 /s/ Lynn Atchison -------------------- ------------------------------- Date Lynn Atchison Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 30 CERTIFICATION OF CHIEF EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Jeffrey R. Tarr, the Chief Executive Officer of Hoover's, Inc., state that to the best of my knowledge: a) This 10-Q for the third quarter of Hoover's, Inc.'s fiscal year 2003 fully complies with the requirements of Section 13(a) of 15(d) of the Securities Exchange Act of 1934. b) The information contained in this 10-Q fairly presents, in all material respects, the financial condition and results of operations of the issuer. /s/ Jeffrey R. Tarr ----------------------- February 3, 2003 STATEMENT UNDER OATH OF CHIEF FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Lynn Atchison, the Chief Financial Officer of Hoover's, Inc., state that to the best of my knowledge: a) This 10-Q for the third quarter of Hoover's, Inc.'s fiscal year 2003 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934. b) The information contained in this 10-Q fairly presents, in all material respects, the financial condition and results of operations of the issuer. /s/ Lynn Atchison ----------------------- February 3, 2003 31 I, Jeffrey R. Tarr, the Chief Executive Officer of Hoover's, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Hoover's, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, if any, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of out most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Jeffrey R. Tarr ----------------------- February 3, 2003 32 I, Lynn Atchison, the Chief Financial Officer of Hoover's, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Hoover's, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, if any, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of out most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Lynn Atchison ----------------------- February 3, 2003 33

HOOVERS INC 10-Q